In the midst of an ongoing activist investor feud with Nelson Peltz and his Trian fund, Disney, led by Bob Iger, formally dismissed nominations proposed by Peltz for the board of directors, presenting its own slate. The rejection comes amid heightened tensions as Peltz continues his board crusade.
Disney’s board introduced a slate of nominees, including Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker, and Derica W. Rice. The company emphasized that these nominations underscore Disney’s dedication to a robust board focused on long-term performance, strategic growth, succession planning, and shareholder value.
The move was outlined in Disney’s preliminary proxy statement, which also provided insights into Trian’s board campaign and disclosed executive pay for key Disney figures. Bob Iger’s fiscal 2023 pay stood at $31.6 million, with former CEO Bob Chapek earning nearly $10 million, and former CFO Christine McCarthy receiving $18.1 million.
The lion’s share of Iger’s pay package comprised stock and option awards. Disney highlighted over 20 interactions with Nelson Peltz and Trian Group since the company abandoned its proxy fight a year ago. Iger reportedly met with Peltz in November, where the latter offered no strategic insights but expressed a desire for a board seat.
The proxy filing revealed Disney’s reasoning for rejecting Peltz and former Disney CFO Jay Rasulo’s board seats. Factors considered included Peltz’s lack of strategic ideas for Disney, an apparent obliviousness to media industry changes, and concerns about his partnership with equity owner Mr. Perlmutter. Rasulo’s stale perspective, lack of recent executive roles, and potential hindrance to collaboration due to his ties with Mr. Perlmutter were also cited.
The filing also disclosed that succession planning is underway, with a special committee intensifying its focus. Disney is actively reviewing the potential uses of generative artificial intelligence, underscoring its attention to emerging technology risks and opportunities.
In a noteworthy rehire, Brian Chapek, son of former CEO Bob Chapek, returned as a production executive at Marvel Studios. Terminating his contract and rehiring him as an employee in June 2023, eight months after his father’s termination, marked a notable move within the company.
