DEF 14A of Walt Disney Co, Jan 19, 2021

DEF 14A of Walt Disney Co

Filed Jan 19, 2021 · FY20200001193125-21-011571

Open on EDGAR

  1. Board of Directors

    Board of Directors The Board of Directors of The Walt Disney Company (the ‘‘Board’’) is currently composed of ten talented directors with diverse skillsets and professional backgrounds, as reflected in their biographies beginning on page 64. For more information regarding our directors, see the section of this proxy titled Items to Be Voted On – Election of Directors.

  2. Certain Relationships and Related Person Transactions

    | • | compensation of Directors approved by the Board; |

  3. Director Compensation for Fiscal 2020

    Director Compensation for Fiscal 2020 The following table sets forth compensation earned during fiscal 2020 by each person who served as a non-employee Director during the year.

  4. Director Compensation for Fiscal 2020

    | | FEES EARNED OR PAID IN CASH | STOCK AWARDS | ALL OTHER COMPENSATION | TOTAL | | Susan E. Arnold | $117,224 | $190,324 | $57,162 | $364,710 | | Mary T. Barra | 77,121 | 190,324 | 52,257 | 319,702 | | Safra A. Catz | 92,545 | 190,324 | 722 | 283,591 | | Francis A. deSouza | 77,121 | 190,324 | 33,275 | 300,720 | | Michael B.G. Froman | 77,121 | 190,324 | 24,392 | 291,837 | | Maria Elena Lagomasino | 95,630 | 190,324 | 12,817 | 298,771 | | Mark G. Parker | 77,121 | 190,324 | — | 267,445 | | Derica W. Rice | 77,121 | 190,324 | 67,258 | 334,703 |

  5. Director Compensation for Fiscal 2020

    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 2020, the average interest rate was 3.46%. In response to the impacts of COVID-19 on our businesses and employees, the Board of Directors determined to eliminate payment of Board retainers and committee fees from April 5, 2020 until the restoration of employee base salaries, which occurred on August 23, 2020. Fees earned or paid in cash reflect such suspension. The following table sets forth the form of fees received by each Director who elected to receive any portion of the compensation in a form other than currently paid cash. 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 distributed currently were accumulated throughout the year and distributed as shares following December 31, 2020.

  6. Director Compensation for Fiscal 2020

    | | CASH | | STOCK UNITS | | | | | PAID CURRENTLY | DEFERRED | VALUE DISTRIBUTED CURRENTLY | VALUE DEFERRED | NUMBER OF UNITS | | Mary T. Barra | — | — | — | $77,121 | 662 | | Safra A. Catz | — | — | $92,545 | — | 795 | | Francis A. deSouza | $15,625 | — | 15,625 | 45,871 | 555 | | Michael B.G. Froman | — | — | 77,121 | — | 662 | | Maria Elena Lagomasino | — | — | — | 95,630 | 821 | | Mark G. Parker | — | — | — | 77,121 | 662 | | Derica W. Rice | — | — | — | 77,121 | 662 |

  7. Director Compensation for Fiscal 2020

    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 was awarded 1,624 units in fiscal 2020. 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 distributed to the Director on the second anniversary of the award date, whether or not the Director is still a Director on the date of distribution. 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 in respect of dividends are included in the fair value of the stock units when the units are initially awarded and therefore are not included 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 Director serving during fiscal 2020 as of the end of fiscal 2020. 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 on page 78 except to the extent they may have been distributed as shares and sold prior to the date of the stock ownership table.

  8. Director Compensation for Fiscal 2020

    | | STOCK UNITS | | Susan E. Arnold | 22,039 | | Mary T. Barra | 8,171 | | Safra A. Catz | 3,771 | | Francis A. deSouza | 3,676 | | Michael B.G. Froman | 3,680 | | Maria Elena Lagomasino | 13,995 | | Mark G. Parker | 12,891 | | Derica W. Rice | 3,661 |

  9. Director Compensation for Fiscal 2020

    The Company’s Corporate Governance Guidelines encourage Directors to own, or acquire within three years of first becoming a Director, shares of common stock of the Company (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 after-tax value of exercised options and 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 11, 2021, each currently serving Director complied with the minimum holding requirement on that date. All Other Compensation. “All Other Compensation” includes:

  10. Director Compensation for Fiscal 2020

    | • | Reimbursement of tax liabilities associated with the product familiarization benefits. The value of the product familiarization benefits themselves and travel benefits are not included in the table as permitted by SEC rules because the aggregate incremental cost to the Company of providing these benefits did not exceed $10,000 for any Director. The reimbursement of associated tax liabilities was less than $10,000 for each Director other than Mr. deSouza, Mr. Froman and Mr. Rice for whom the reimbursement was $13,275, $14,392 and $17,258, respectively. |

  11. Director Compensation for Fiscal 2020

    | • | Interest earned on deferred cash compensation, which was less than $10,000 for each Director. |

  12. Director Compensation for Fiscal 2020

    | • | The matching charitable contribution of the Company, which was $45,300 for Ms. Arnold, $50,000 for Ms. Barra, $20,000 for Mr. deSouza, $10,000 for Mr. Froman, $8,800 for Ms. Lagomasino, and $50,000 for Mr. Rice. |

  13. NAVIGATING THE OPPORTUNITIES AND CHALLENGES OF FISCAL 2020

    | • | Continued responsible capital management. Positioned the Company for further long-term growth, mitigating the pandemic’s impact on liquidity through debt issuances and execution of a revolving credit facility. |

  14. FISCAL 2020 COMPENSATION OVERVIEW

    | • | Management and the Compensation Committee believed that in light of the Company’s circumstances this year that no bonuses should be paid to the NEOs. Therefore, the Compensation Committee determined not to provide bonuses to NEOs in respect of |

  15. FISCAL 2020 COMPENSATION OVERVIEW

    | fiscal 2020, notwithstanding the attainment of certain performance metrics, and the strength of management’s performance, either of which could have supported the payment of a bonus of some amount. |

  16. FISCAL 2020 COMPENSATION OVERVIEW

    | • | 38% of the performance-based restricted stock grant vesting in December 2020 was forfeited based on three-year TSR and EPS, as compared to the S&P 500. |

  17. FISCAL 2020 COMPENSATION OVERVIEW

    | • | Performance-based restricted stock units granted in fiscal 2020 (which do not vest until the third anniversary of grant date and vest based on three-year TSR compared to the S&P 500 and three-year absolute return on invested capital (ROIC) tests) resulted in no value related to the first year of the ROIC portion of the grant. |

  18. COMPENSATION PRACTICES

    | Shareholder engagement and responsiveness | Investor Relations and members of the Board regularly engage in investor outreach. With regard to executive compensation, the Compensation Committee has addressed shareholder concerns and made changes to compensation, including: • Setting the new CEO’s compensation below the median for CEOs at our Media and General Industry Peers • Setting 50% of the new CEO’s equity award as performance-based restricted stock units • Further incorporating diversity and inclusion metrics into NEO compensation. | | Incentive plan ESG metrics | Fiscal 2021 bonus plan will further highlight ESG metrics, by emphasizing diversity and inclusion (e.g. representation, retention and content), which will have the highest weighting among non-financial metrics. | | Equity retention guidelines | NEOs must hold a meaningful amount of the Company’s stock. The Executive Chairman and CEO must hold equity valued at five times their salary within five years of becoming an executive officer, while other named executive officers must hold equity valued at three times their salary within the same time period. | | Compensation at risk | A majority of NEO compensation is tied to either short- or long-term Company performance. For the CEO, 50% of his annual equity grants will be performance-based restricted stock units and 90% of his total target compensation is tied to performance. | | Annual risk assessment | Each year, the compensation consultant completes a risk assessment of the Company’s compensation programs. Based on this assessment for fiscal 2020, 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. | | Clawback policy | The Board may recover or cancel any bonus or incentive payments in cases such as an executive’s misconduct resulting in either financial or reputational harm. | | Disallow hedging and pledging | Board members, NEOs and all other section 16 filers are prohibited from hedging the Company’s securities and from pledging Company securities. | | No option re-pricing or cash buyouts | The Company does not allow re-pricing or cash buyouts of underwater stock options without shareholder approval. | | No excise tax gross-ups | The Company does not provide excise tax gross-ups. | | Independent compensation consultant | The Compensation Committee has retained a compensation consultant whose relationship with the Company was confirmed to be independent for fiscal 2020. |

  19. SHAREHOLDER ENGAGEMENT

    | • | the Compensation Committee agreed with Mr. Iger to eliminate a $5 million completion bonus Mr. Iger would have been entitled to for having fulfilled his commitment to complete the July 2, 2019 term of his employment pursuant to the amendment to his employment agreement dated March 22, 2017; |

  20. SHAREHOLDER ENGAGEMENT

    | • | the Committee set Mr. Chapek’s long-term incentive grant mix so that 50% of the award is comprised of performance-based restricted stock units; |

  21. SHAREHOLDER ENGAGEMENT

    | • | reflective of its commitment to the rigor of a pay-for-performance approach, the Compensation Committee determined to pay no bonuses to the NEOs, despite achievement of certain performance metrics and considerations that might have otherwise supported a bonus payment; and |

  22. SHAREHOLDER ENGAGEMENT

    | • | for fiscal 2021, the bonus plan will further incorporate diversity and inclusion metrics into NEO compensation. |

  23. Objectives and Methods

    | PAY-FOR-PERFORMANCE | COMPETITIVE COMPENSATION LEVELS | COMPENSATION MIX | | Provide a strong relationship of pay-for- performance through: • a performance-based bonus tied to the achievement of financial performance factors and an assessment of each executive’s individual performance against other performance factors • equity awards that deliver value based on stock price performance and, in the case of performance-based stock units, whose vesting depends on meeting performance targets | Provide compensation opportunities that take into account compensation levels and practices of our peers, without targeting any specific percentile of relative compensation | Provide a mix of variable and fixed compensation that: • is heavily weighted toward variable performance-based compensation for senior executives • uses short-term (annual performance-based bonus) and longer-term performance measures (equity awards) to appropriately balance incentives for both short-term and long-term performance |

  24. Compensation Program Elements

    | | | OBJECTIVES AND KEY FEATURES | | | | SALARY Objectives: The Compensation Committee sets salaries to reflect job responsibilities and to provide competitive fixed pay to balance performance-based risks. Key Features: • Minimum salaries set in employment agreement • Committee discretion to adjust annually based on changes in experience, nature and responsibility of the position, competitive considerations and Chief Executive Officer recommendation (except the salaries of the Chief Executive Officer and the Executive Chairman) | | | | PERFORMANCE-BASED BONUS Objectives: The Compensation Committee structures the bonus program to incentivize performance at the high end of ranges for financial performance measures that it establishes each year to drive meaningful growth over the prior year. The Committee believes that incentivizing performance in this fashion will lead to long-term, sustainable gains in shareholder value. Key Features: • Target bonus for each NEO normally set by the Compensation Committee early in the fiscal year in light of employment agreement provisions, competitive considerations, Chief Executive Officer recommendation (except targets for the Chief Executive Officer and the Executive Chairman) and other factors the Committee deems appropriate; bonus opportunity normally limited to 200% of target bonus • Payout on 70% of target determined by performance against financial performance ranges developed by the Committee early in the fiscal year • Payout on 30% of target determined by the Committee’s assessment of individual performance based both on other performance objectives developed early in the fiscal year and on Chief Executive Officer recommendation (except the payouts for the Chief Executive Officer and the Executive Chairman) • Annual payments to executive officers have been subject to a performance test under Section 162(m) of the Internal Revenue Code to the extent necessary and available to obtain deductibility of the payments | | | | EQUITY AWARDS GENERALLY Objectives: The Compensation Committee structures equity awards to directly reward long-term gains in shareholder value. Equity awards carry vesting terms that extend up to four years and include performance units whose value depends on company performance, including 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, performance units and time-based units determined by the Committee in light of employment agreement provisions, competitive market conditions, evaluation of executive’s performance and Chief Executive Officer recommendation (except awards for the Chief Executive Officer and the Executive Chairman) • Allocation of annual awards for Executive Chairman (based on award value): 50% performance-based restricted stock units; 50% stock options • Allocation of annual awards for Chief Executive Officer for FY2020 included both awards he received as Chairman, Disney Parks, Experiences and Products and awards he received as CEO. For FY2021 allocation of annual awards will be (based on award value): 50% performance-based restricted stock units; 25% time-vesting restricted stock units; 25% stock options • Allocation of annual awards for other NEOs (based on award value): 30% performance-based restricted stock units; 30% time-vesting restricted stock units; 40% stock options STOCK OPTION AWARDS 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 • 10-year term • Vest 25% per year ANNUAL PERFORMANCE-BASED RESTRICTED STOCK UNITS Key Features: • Performance-based units reward executives only if specified financial performance measures are met • Subject to performance tests, units vest 3 years after grant date • Half of awards vest based on 3-year cumulative TSR relative to the S&P 500; the other half vest based on 3-year return on invested capital, comprised of 3 one-year performance periods. For fiscal 2020 3 measurement periods of 1 year each were implemented due to continued financial uncertainties. Awards as described on pages 47 to 48 • Annual units awarded to executive officers are subject to Section 162(m) test to the extent necessary and available to obtain deductibility of the payment ANNUAL TIME-BASED RESTRICTED STOCK UNITS Key Features: • 25% vest each year following grant date • Annual units awarded to executive officers are subject to Section 162(m) test to the extent necessary and available to obtain deductibility of the payments |

  25. COMPENSATION AT RISK

    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. 91% of the target compensation for the Executive Chairman, 90% of the target compensation for the Chief Executive Officer and approximately 83% of the target compensation for other NEOs, varies with either short-term or long-term Company performance. In establishing a mix of fixed to variable compensation, the composition of various equity awards, target bonus levels, grant date equity award values and performance ranges, the Committee seeks to maintain its goal of making compensation overwhelmingly tied to performance, while also affording compensation opportunities that, in success, would be competitive with alternatives 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. In determining the mix between options and restricted stock units, the Committee also considers the number of shares required for each of these types of awards to deliver the appropriate value to executives. The following chart shows the percentage of the target total direct annual compensation for Mr. Chapek that varies with performance versus being fixed in respect of fiscal 2021. (Fiscal 2020 included grants from his prior role.) Total direct annual compensation represents base salary and target performance-based bonus plus the grant date fair value of regular annual equity awards. Performance compensation represents target performance-based bonus and equity awards while fixed compensation represents Mr. Chapek’s salary. Target Total Direct Annual Compensation Mix for Chief Executive Officer 90% of Chief Executive Officer fiscal 2021 annual target compensation is performance-based

  26. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS The Company enters into employment agreements with our senior executives when the Compensation Committee determines that it is appropriate to attract or retain an executive or where an employment agreement is consistent with our practices with respect to other similarly situated executives. Material terms of the employment agreements with the NEOs are reflected under “Fiscal 2020 Total Direct Compensation,” above, and “Benefits and Perquisites,” “2020 Compensation Decisions” and “Compensation Tables – Potential Payments and Rights on Termination or Change in Control,” below.

  27. CHANGES FOR FISCAL 2021

    CHANGES FOR FISCAL 2021 In December 2020, the Compensation Committee reviewed the annual performance-based bonus program for alignment with the Company’s strategic business direction and reorganization. The Committee determined that the fiscal 2021 bonus plan will incorporate revenue as a Company-wide metric to reflect the importance of driving new and existing revenue growth. Adjusted EPS and adjusted return on invested capital will be removed as Company-wide metrics, in order to better align with market practice and to focus incentives on the remaining three key metrics of adjusted operating income, adjusted after-tax free cash flow and revenue. Adjusted return on invested capital was removed from the bonus program since the metric has been added to the performance-based restricted stock test. The plan will continue to measure NEO performance based on a set of other performance factors, which for fiscal 2021 will further emphasize the importance of ESG metrics by including diversity and inclusion, which will have the highest weighting among the other performance factors. Company financial metrics will continue to be 70% of the target bonus opportunity, while other performance factors will be 30%. For fiscal 2021 long-term incentive grants made in December 2020, stock option awards and time-based restricted stock awards granted to NEOs will vest ratably over three years.

  28. Risk Management Considerations

    | • | Financial Performance Measures. The financial metrics used to determine the amount of an executive’s bonus are measures the Committee believes drive long-term shareholder value. The ranges set for these measures are intended to reward success without encouraging excessive risk-taking. |

  29. Risk Management Considerations

    | • | Limit on Bonus. The overall bonus opportunity is not expected to exceed two times the target amount, no matter how much financial performance exceeds the ranges established at the beginning of the fiscal year. |

  30. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS Equity awards are made on dates the Compensation Committee meets. Committee meetings are normally scheduled well in advance and are not scheduled with an eye to announcements of material information regarding the Company. The Committee may make an award with an effective date in the future contingent on commencement of employment, execution of a new employment agreement or some other subsequent event, or may act by unanimous written consent on the date of such an event when the proposed issuances have been reviewed by the Committee prior to the date of the event.

  31. EXTENDED VESTING OF EQUITY AWARDS

    EXTENDED VESTING OF EQUITY AWARDS Options and restricted stock units continue to vest beyond retirement (and options remain exercisable) if (1) they were awarded at least one year prior to the date of an employee’s retirement and (2) the employee was age 60 or older and had at least ten years of service on the date such employee retired. In these circumstances:

  32. EXTENDED VESTING OF EQUITY AWARDS

    | • | Options continue to vest following retirement according to the original vesting schedule. They remain exercisable for up to five years following retirement. Options do not, however, remain exercisable beyond the original expiration date of the option. |

  33. EXTENDED VESTING OF EQUITY AWARDS

    | • | Restricted stock units continue to vest following retirement according to the original vesting schedule, but vesting remains subject to any applicable performance conditions (except, in some cases, the test to ensure that the compensation is deductible pursuant to Section 162(m)). |

  34. EXTENDED VESTING OF EQUITY AWARDS

    The extended vesting and exercisability is not available to certain employees outside the United States. Options and restricted stock units awarded to executive officers with employment agreements also continue to vest (and options remain exercisable) beyond termination of employment if the executive’s employment is terminated by the Company without cause or by the executive with good reason. In this case, options and restricted stock units continue to vest (and options remain exercisable) as though the executive remained employed through the end of the stated term of the employment agreement. If the executive would be age 60 or older and have at least ten years of service as of the end of the stated term of the employment agreement, the options and restricted stock units awarded at least one year prior to the end of the stated term of the agreement would continue to vest (and options remain exercisable) beyond the stated term of the employment agreement as described above.

  35. DEDUCTIBILITY OF COMPENSATION

    DEDUCTIBILITY OF COMPENSATION For taxable years commencing after 2017, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1 million paid to any person whose compensation was required to be included in the Company proxy statement for any fiscal year after 2016 because such person was either the Company’s Chief Executive Officer or Chief Financial Officer or was one the Company’s three other most highly compensated executive officers for such fiscal year. Accordingly, to the extent that compensation in excess of $1 million is payable to any such person in any fiscal year after fiscal 2018, such excess amount is likely to be non-deductible by the Company for federal income tax purposes. However, Section 162(m) exempts qualifying performance-based compensation paid after fiscal 2018 pursuant to a binding written agreement in effect on November 2, 2017. Thus, performance-based awards that were outstanding on that date or awarded thereafter pursuant to a binding written agreement can be exempt from the deduction limit if applicable requirements are met. For fiscal 2020, Ms. McCarthy and Ms. Parker’s employment contracts were in place without amendment from prior to November 2, 2017. Subsequently, Ms. McCarthy’s employment contract was amended, as described under Employment Agreements below. Awards to executive officers under the annual performance-based bonus program and the long-term incentive program that were (i) granted prior to November 2, 2017 or (ii) may continue to qualify for the exemption because they are granted pursuant to a binding written agreement in effect on such date, have been or will be made payable or vest subject to achievement of a performance test based on adjusted net income in order to qualify for the exemption from Section 162(m), to the extent available. If this test is satisfied, the additional performance tests described in this Compensation Discussion and Analysis are applied to determine the actual payout of such bonuses and awards, which in order to remain deductible may not be more than the maximum level funded based on achievement of the Section 162(m) test. Adjusted net income means net income adjusted, as appropriate, to exclude the following items or variances: change in accounting principles; acquisitions; dispositions of a business; asset impairments; restructuring charges; extraordinary, unusual or infrequent items; and extraordinary litigation costs and insurance recoveries. For fiscal 2020, the adjusted net income target was $5.6 billion, and the Company achieved adjusted net income of $9.0 billion. Net income was adjusted to account for international channels goodwill and intangible impairment charges, transaction purchase accounting, restructuring and impairment charges, discontinued operations, closures at Disney Parks, Experiences and Products and the gain on sale of equity investments. Therefore, the Section 162(m) test was satisfied with respect to restricted stock units vesting based on fiscal 2020 results.

  36. Compensation Process

    | SALARIES | PERFORMANCE-BASED BONUS | | • Annually, normally at the end of the calendar year, the Chief Executive Officer recommends salaries for NEOs other than the Executive Chairman and himself for the following calendar year • Compensation Committee reviews proposed salary changes with input from its consultant • Committee determines annual salaries for all NEOs • Committee reviews determinations with the other non-management directors | • Compensation Committee participates in regular Board review of operating plans and results and review of annual operating plan at the beginning of the fiscal year • Management recommends financial and other performance measures, weightings and ranges • Early in the fiscal year, the Committee reviews proposed performance measures and ranges with input from its consultant and develops performance measures and ranges that it believes establish appropriate goals • Chief Executive Officer recommends bonus targets for NEOs other than the Executive Chairman and himself • Early in the fiscal year, the Committee reviews bonus measure ranges with input from its consultant and in light of the targets established by employment agreements and competitive conditions and determines bonus target opportunity as a percentage of fiscal year-end salary for each NEO • After the end of the fiscal year, management presents financial results to the Committee • Chief Executive Officer recommends other performance factor multipliers for NEOs other than himself and the Executive Chairman • Committee reviews the results and determines whether to make any adjustments to financial results and determines other performance factor multipliers and establishes bonus • Committee reviews determinations with the other non-management directors and, in the case of the Chief Executive Officer and Executive Chairman, seeks their concurrence in the Committee’s determination | | EQUITY AWARDS | | | • In first fiscal quarter, the Chief Executive Officer recommends grant date fair value of awards for NEOs other than the Executive Chairman and himself • Compensation Committee reviews proposed awards with input from its consultant (described on page 33 and reviews with other non-management directors • Committee determines the dollar values of awards • Exercise price and number of options and restricted stock units are determined by formula based on market price of common shares on the date of award | |

  37. Compensation Process

    | EMPLOYMENT AGREEMENTS | COMPENSATION PLANS | | Chief Executive Officer • Committee arrives at proposed terms of agreement with input from its consultant • Committee recommends terms of agreement to other non-management directors following negotiation with the Chief Executive Officer • Non-management directors, including the Compensation Committee members, approve terms of agreement for the Chief Executive Officer Executive Chairman • Committee arrives at proposed terms of agreement with input from its consultant • Committee recommends terms of the amendment to the existing agreement to other non-management directors following negotiation with the Executive Chairman • Non-management directors, including the Compensation Committee members, approve terms of the amendment to the existing agreement for the Executive Chairman Other NEOs • Chief Executive Officer recommends terms of agreements • Committee reviews proposed terms of agreements with input from its consultant • Committee determines material terms of agreements, subject to consultation with the Board where the Committee deems appropriate | • Committee requests its consultant and management to review compensation plans • Management and the Committee’s consultant recommend changes to compensation plans in response to requests or on their own initiative • Committee reviews proposed changes to compensation plans with input from its consultant • Committee determines changes to compensation plans or recommends to the Board if Board action is required • Committee participates with Board in determining changes when Board action is required |

  38. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT The Compensation Committee retained Pay Governance LLC as the compensation consultant for fiscal 2020. The consultant assists the Committee’s development and evaluation of compensation policies and practices and the Committee’s determinations of compensation awards by:

  39. COMPENSATION CONSULTANT

    | • | attending Committee meetings; |

  40. COMPENSATION CONSULTANT

    | • | meeting with the Committee without management present; |

  41. COMPENSATION CONSULTANT

    | • | providing third-party data, advice and expertise on proposed executive compensation awards and plan designs; |

  42. COMPENSATION CONSULTANT

    | • | reviewing briefing materials prepared by management and outside advisers and advising the Committee on the matters included in these materials, including the consistency of proposals with the Committee’s compensation philosophy and comparisons to programs at other companies; and |

  43. COMPENSATION CONSULTANT

    | • | preparing its own analysis of compensation matters, including positioning of programs in the competitive market and the design of plans consistent with the Committee’s compensation philosophy. |

  44. COMPENSATION CONSULTANT

    The Committee considers input from the consultant as one factor in making decisions on compensation matters, along with information and analyses it receives from management and its own judgment and experience. The Committee has adopted a policy requiring its consultant to be independent of Company management. The Committee performs an annual assessment of the consultant’s independence to determine whether the consultant is independent. The Committee assessed Pay Governance LLC’s independence in December 2020 and confirmed that the firm’s work has not raised any conflict of interest and the firm is independent under the policy.

  45. PEER GROUPS

    PEER GROUPS Summary of Peer Groups The following table summarizes the three distinct peer groups we use for three distinct purposes described in more detail below:

  46. PEER GROUPS

    | PEER GROUP | PURPOSE | FISCAL 2020 COMPOSITION | | Media Industry Peers | Evaluating compensation levels for the NEOs | Nine other major media companies | | General Industry Peers | Evaluating general compensation structure, policies and practices | 17 similarly-sized global companies with a consumer orientation and/or strong brand recognition | | Performance Peers | Evaluating relative economic performance of the Company | Standard & Poor’s (S&P) 500 |

  47. PEER GROUPS

    Media Industry Peers The Compensation Committee believes that there is a limited pool of talent with the set of creative and organizational skills needed to run a global creative organization like the Company. The Committee also understands that executives with the background needed to manage a company such as ours have career options with compensation opportunities that normally exceed those available in most other industries, and that compensation levels within the peer group are driven by the dynamics of compensation in the entertainment industry and not the ownership structure of a particular company. Accordingly, the market for executive talent to lead the Company, and the group against which to compare our executive compensation, is best represented by the companies in our media industry peer group. At the beginning of fiscal 2020, companies included in the media industry peer group consisted of Alphabet, Amazon, Apple, AT&T, CBS, Comcast, Discovery, Facebook, Netflix and Viacom. CBS and Viacom merged in December 2019 to become ViacomCBS and the combined company remained in the peer group. General Industry Peers The Compensation Committee believes that the features of the Company’s overall compensation structure, policies and practices should normally be consistent for all executives. Because our operations span multiple industries, the Committee believes that a consistent approach across the breadth of the Company’s operations with respect to features of our overall executive compensation structure is best achieved by reference to a group of General Industry Peers that is broader than the Media Industry Peers. The peer group used for establishing compensation structure, policies and practices consists of companies that have:

  48. PEER GROUPS

    | • | A consumer orientation and/or strong brand recognition; |

  49. PEER GROUPS

    | • | A global presence and operations; |

  50. PEER GROUPS

    | • | Annual revenue no less than 40% and no more than two and a half times our annual revenue; and |

  51. PEER GROUPS

    | • | As a general matter, a market capitalization in the range of approximately one-quarter to four times our market capitalization; |

  52. PEER GROUPS

    | • | Plus companies that do not meet the revenue or market cap test, but that are included in the peer groups used by one or more of the Media Industry Peers. |

  53. PEER GROUPS

    The companies that met these criteria and were included at the beginning of fiscal 2020 in our “General Industry Peers” group were:

  54. PEER GROUPS

    | • | Alphabet |

  55. PEER GROUPS

    | • | Amazon.com |

  56. PEER GROUPS

    | • | Apple |

  57. PEER GROUPS

    | • | AT&T |

  58. PEER GROUPS

    | • | CBS |

  59. PEER GROUPS

    | • | Charter Communications |

  60. PEER GROUPS

    | • | Cisco Systems |

  61. PEER GROUPS

    | • | Comcast |

  62. PEER GROUPS

    | • | Discovery |

  63. PEER GROUPS

    | • | Facebook |

  64. PEER GROUPS

    | • | IBM |

  65. PEER GROUPS

    | • | Intel |

  66. PEER GROUPS

    | • | Microsoft |

  67. PEER GROUPS

    | • | Netflix |

  68. PEER GROUPS

    | • | Oracle |

  69. PEER GROUPS

    | • | Verizon Communications |

  70. PEER GROUPS

    | • | Viacom |

  71. PEER GROUPS

    CBS and Viacom merged during the year to become ViacomCBS and the combined company remained in the peer group. Performance Peers The overall financial performance of the Company is driven by the Company’s diverse businesses, which compete in multiple sectors of the overall market. The Compensation Committee believes that, given the span of the Company’s businesses, the best measure of relative performance is how the Company’s diverse businesses have fared in the face of the economic trends that impact companies in the overall market and that the best benchmark for measuring such success is the Company’s relative performance compared to that of the companies comprising the S&P 500. Accordingly, the Committee has selected the S&P 500 to set the context for evaluating the Company’s performance and to measure relative performance for performance-based restricted stock unit awards.

  72. Employment Agreements

    Employment Agreements

  73. ENTRY INTO MR. CHAPEK’S EMPLOYMENT AGREEMENT

    ENTRY INTO MR. CHAPEK’S EMPLOYMENT AGREEMENT In February 2020 in connection with Mr. Chapek’s appointment as Chief Executive Officer, the Company and Mr. Chapek entered into an employment agreement with a term commencing February 24, 2020 and ending on February 28, 2023. The employment agreement provides for Mr. Chapek to be elected as a member of the Board, for a base salary of $2,500,000, eligibility for an annual, performance-based bonus and that the Compensation Committee will set a target bonus each year of not less than 300% of the annual base salary for Mr. Chapek in effect at the end of the preceding fiscal year. The employment agreement also provides that Mr. Chapek is entitled to participate in the Company’s equity-based long-term incentive plans and programs generally made available to executive officers of the Company. For each fiscal year during the term of the employment agreement, Mr. Chapek will be granted a long-term incentive award having a target value of not less than $15 million. The agreement provides for additional equity-based long-term incentive awards in respect of Mr. Chapek’s services for the current fiscal year to reflect his service as Chief Executive Officer for the remainder of the fiscal year. Other material terms of the employment agreement with Mr. Chapek are described under “Compensation Program Elements,” above, and “Compensation Tables – Potential Payments and Rights on Termination or Change in Control,” below.

  74. AMENDMENT TO MR. IGER’S EMPLOYMENT AGREEMENT

    AMENDMENT TO MR. IGER’S EMPLOYMENT AGREEMENT In February 2020, in connection with Mr. Iger stepping down as Chief Executive Officer, the Company and Mr. Iger entered into an amendment to Mr. Iger’s employment agreement to reflect Mr. Iger’s continuing full-time employment in the position of Executive Chairman rather than as the Chief Executive Officer and to confirm that in such position he directs the Company’s content creation.

  75. DECEMBER 2019 IGER BONUS ELIMINATION

    DECEMBER 2019 IGER BONUS ELIMINATION The amendment dated March 22, 2017 to Mr. Iger’s employment agreement provided that Mr. Iger would receive a bonus of $5 million if he completed the term of his employment through July 2, 2019. In response to shareholder feedback regarding total compensation, the Committee discussed with Mr. Iger, and Mr. Iger agreed to the elimination of that $5 million bonus.

  76. AMENDMENT TO MR. BRAVERMAN’S EMPLOYMENT AGREEMENT

    AMENDMENT TO MR. BRAVERMAN’S EMPLOYMENT AGREEMENT In October 2019, the Company and Mr. Braverman entered into an amendment to Mr. Braverman’s employment agreement extending the term of Mr. Braverman’s employment from December 31, 2020 to December 31, 2021. Additionally, the amendment increased his annual base salary to $1,750,000 effective September 26, 2019, and thereafter, Mr. Braverman’s salary shall be determined by the Company in its sole discretion but shall not be less than $1,750,000. The amendment also increased the target annual long-term equity incentive award value from 300% to 350% of his annual base salary, subject to adjustment.

  77. AMENDMENT TO MS. MCCARTHY’S EMPLOYMENT AGREEMENT

    AMENDMENT TO MS. MCCARTHY’S EMPLOYMENT AGREEMENT Following fiscal 2020, in December 2020, the Company and Ms. McCarthy entered into an amendment to Ms. McCarthy’s employment agreement extending the term of Ms. McCarthy’s employment from June 30, 2021 to December 31, 2022. Additionally, the amendment set Ms. McCarthy’s target long-term equity incentive annual award value at $11,000,000, subject to adjustment. The decision to extend Ms. McCarthy’s employment agreement was made in the context of leadership changes at the executive level over the past fiscal year, including the appointment of Mr. Chapek as Chief Executive Officer and the transition of Mr. Iger to the position of Executive Chairman, as well as the various leadership changes across the businesses. Ms. McCarthy’s continued service as Chief Financial Officer provides stability and continuity during this period of leadership transition and this pivotal time for the Company with regard to its strategic priorities and investments.

  78. Performance Goals

    Performance Goals The Compensation Committee normally develops performance goals for each fiscal year early in that year, and evaluates performance against those goals after the fiscal year has ended to arrive at its compensation decisions.

  79. GOALS

    | * For purposes of the annual performance-based bonuses, “adjusted after-tax free cash flow” was defined as cash provided by operations adjusted for cash paid for restructuring costs and less investments in parks, resorts and other properties, all on a consolidated basis. |

  80. GOALS

    | ** For purposes of the annual performance-based bonuses, “adjusted return on invested capital” was defined as the aggregate adjusted segment operating income less corporate and unallocated shared expenses (both on an after-tax basis), divided by average net assets (including net goodwill) and related impacts, all on a consolidated basis. |

  81. EVALUATING PERFORMANCE

    EVALUATING PERFORMANCE The Compensation Committee reviewed the overall operating results of the Company in fiscal 2020, evaluating them against the bonus plan performance ranges developed by the Committee early in the fiscal year. The Compensation Committee elected to make adjustments to financial performance to exclude non-recurring items, but did not make any adjustments related to the impact of COVID-19. Based on these results, the weighted financial performance factor was 21% in fiscal 2020 compared to a factor of 173% in fiscal 2019. Adjusted after-tax free cash flow performance of $4,399 million was the only metric above the threshold. Adjusted segment operating income ($8,108 million), adjusted return on invested capital (3.6%) and adjusted EPS ($2.02) were all below the threshold and resulted in 0% payout. Additional detail regarding the performance of the Company is set forth in the Proxy Summary beginning on page 3 and our Annual Report on Form 10-K for fiscal 2020. With respect to the other performance factors, the Committee recognized the extraordinary leadership of the NEOs during very challenging and uncontrollable circumstances, as well as the strong performance of our DTC services. The Committee recognized the accomplishments of the NEOs during unprecedented times, including:

  82. ANNUAL COMPENSATION DECISIONS

    | | SALARY | PERFORMANCE-BASED BONUS | | EQUITY AWARDS | | | | | | FISCAL YEAR END 2020 ANNUAL SALARY | TARGET | AWARD AMOUNT | VALUE | TARGET PERFORMANCE UNITS(1) | TIME- BASED UNITS(1) | OPTIONS(1) | | Robert A. Iger | $3,000,000 | $12,000,000 | $0 | $16,544,884 | 43,169 | — | 263,683 | | Robert A. Chapek | $2,500,000 | $7,500,000 | $0 | $9,502,990(2) | 26,191(2) | 20,955(2) | 102,011(2) | | Alan N. Braverman | $1,750,000 | $3,500,000 | $0 | $6,866,157 | 9,483 | 15,452 | 83,897 | | Christine M. McCarthy | $1,854,000 | $3,708,000 | $0 | $8,478,884 | 11,709 | 19,082 | 103,603 | | Zenia B. Mucha | $1,197,000 | $1,496,250 | $0 | $2,875,612 | 3,972 | 6,472 | 35,135 | | M. Jayne Parker | $1,100,000 | $1,650,000 | $0 | $4,817,578 | 6,653 | 10,842 | 58,865 |

  83. ANNUAL COMPENSATION DECISIONS

    | 1 | The number of restricted stock units and options was calculated from the value of the award as described in the table on pages 49 to 50. |

  84. ANNUAL COMPENSATION DECISIONS

    | 2 | In connection with his promotion, Mr. Chapek was granted 14,298 PBUs, 9,343 RSUs and 38,964 options on February 28, 2020 (intended grant value mix of 60% PBU’s, 20% options and 20% RSU’s), as well as 4,766 PBUs on October 1, 2020. These awards have an aggregate value of $4,343,192. |

  85. ANNUAL COMPENSATION DECISIONS

    | • | the compensation set forth above does not include the change in pension value and nonqualified deferred compensation earnings as these items do not reflect decisions made by the Committee during the fiscal year. |

  86. ANNUAL COMPENSATION DECISIONS

    The Compensation Committee’s determination on each of these matters was based on the recommendation of Mr. Chapek (except in the case of his own and Mr. Iger’s compensation), the parameters established by the executive’s employment agreement and the factors described below. In determining equity awards, the Committee considered its overall long-term incentive guidelines for all executives, which, in the context of the competitive market for executive talent, attempt to balance the benefits of incentive compensation tied to performance of the Company’s common stock with the dilutive effect of equity compensation awards.

  87. MR. IGER

    | Salary | Mr. Iger’s 2020 annual salary was unchanged from his 2019 salary and is equal to the amount set in his employment agreement. For the period from April 5th, 2020 to October 3rd, 2020, Mr. Iger took no salary, except for that portion of his base salary necessary to fund, on an after-tax basis, his contributions to continue to participate in the Company’s health benefits plan. | | Performance- based Bonus | Target Bonus Mr. Iger’s fiscal 2020 target bonus amount was unchanged from fiscal 2019 and is equal to the amount provided for in his employment agreement. Mr. Iger was paid no bonus with respect to fiscal 2020. Other Performance Factor The Compensation Committee recognized the following key performance highlights: • Successfully launched Disney+ and drove unprecedented subscriber growth in the first year, while also increasing subscribers at ESPN+ and Hulu. • The release of compelling original content for Disney+ (Hamilton and Mulan), and Hulu (FX). This is in addition to the successful content created for traditional theatrical release (Frozen 2, Star Wars: The Rise of Skywalker) and linear networks (The Last Dance and the NBA season restart at Walt Disney World). • Established the Executive Chairman’s Creative Inclusion Council, which brings together diverse creative executives at all levels across the Company to accelerate our work in creating inclusive content. • In response to COVID-19, the Company provided $26.6 million of in-kind donations to communities around the world, including PPE, food and consumables. • Recognition of Disney as one of the “World’s Most Admired Companies” by Fortune (#4 overall and #1 in entertainment) and #2 in MBLM’s annual Brand Intimacy Study, which measures the bonds consumers form with the brands they use and love. | | Equity Award Value | The Committee left the value of Mr. Iger’s annual equity award approximately equal to the value of his fiscal 2019 award. |

  88. Fiscal 2020 Summary Compensation Table

    Fiscal 2020 Summary Compensation Table The following table provides information concerning the total compensation earned in fiscal 2018 (except for Mr. Chapek), fiscal 2019 (except for Mr. Chapek) and fiscal 2020 by the two Chief Executive Officers who served during fiscal 2020, the Chief Financial Officer, and three other persons serving as executive officers at the end of fiscal 2020 who were the most highly compensated executive officers of the Company in fiscal 2020. Mr. Iger served as Chief Executive Officer for a portion of fiscal 2020 and Mr. Chapek served as Chief Executive Officer from February 24, 2020 through the end of fiscal 2020. These six officers are referred to as the named executive officers or NEOs in this proxy statement. Information regarding the amounts in each column follows the table.

  89. Fiscal 2020 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY | STOCK AWARDS(1) | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(2) | ALL OTHER COMPENSATION | TOTAL | | ROBERT A. IGER Chief Executive Officer(3); Executive Chairman | 2020 | $1,569,581 | $6,958,847 | $9,586,037 | $0 | $1,777,334 | $1,139,590 | $21,031,389 | | | 2019 | 3,000,000 | 10,072,895 | 9,583,291 | 21,750,000 | 1,967,234 | 1,144,342 | 47,517,762 | | | 2018 | 2,875,000 | 35,352,327 | 8,270,976 | 18,000,000 | — | 1,146,911 | 65,645,214 | | ROBERT A. CHAPEK Chief Executive Officer(3) | 2020 | 1,814,608 | 6,129,442 | 3,373,548 | 0 | 2,705,712 | 140,626 | 14,163,936 | | ALAN N. BRAVERMAN Senior Executive Vice President, General Counsel and Secretary | 2020 | 1,581,731 | 3,816,132 | 3,050,025 | 0 | 576,555 | 91,293 | 9,115,736 | | | 2019 | 1,660,061 | 3,000,026 | 2,000,011 | 6,340,000 | 639,894 | 79,888 | 13,719,880 | | | 2018 | 1,600,213 | 2,400,080 | 1,600,004 | 4,750,000 | — | 69,233 | 10,419,530 | | CHRISTINE M. MCCARTHY Senior Executive Vice President and Chief Financial Officer | 2020 | 1,661,815 | 4,712,459 | 3,766,425 | 0 | 761,321 | 94,985 | 10,997,005 | | | 2019 | 1,800,000 | 3,300,064 | 2,200,026 | 6,520,000 | 1,083,130 | 70,935 | 14,974,155 | | | 2018 | 1,533,750 | 2,700,063 | 1,800,001 | 5,300,000 | 434,539 | 71,397 | 11,839,750 | | ZENIA B. MUCHA Senior Executive Vice President and Chief Communications Officer | 2020 | 1,072,843 | 1,598,300 | 1,277,312 | 0 | 941,815 | 55,581 | 4,945,851 | | | 2019 | 1,161,840 | 1,560,075 | 1,040,017 | 2,630,000 | 1,128,891 | 41,968 | 7,562,791 | | | 2018 | 961,150 | 1,269,161 | 846,016 | 2,000,000 | — | 24,452 | 5,100,779 | | M. JAYNE PARKER Senior Executive Vice President and Chief Human Resources Officer | 2020 | 982,496 | 2,677,576 | 2,140,002 | 0 | 1,367,495 | 124,345 | 7,291,914 | | | 2019 | 1,041,717 | 2,040,137 | 1,360,025 | 2,680,000 | 1,807,756 | 91,227 | 9,020,862 | | | 2018 | 996,938 | 1,950,105 | 1,300,022 | 2,100,000 | 380,524 | 80,456 | 6,808,045 |

  90. Fiscal 2020 Summary Compensation Table

    | 1 | Stock awards for each fiscal year include awards subject to performance conditions that were valued based on the probability that performance targets will be achieved. Assuming the highest level of performance conditions are achieved, the grant date stock awards values are outlined below: |

  91. Fiscal 2020 Summary Compensation Table

    | FISCAL YEAR | MR. IGER | MR. CHAPEK | MR. BRAVERMAN | MS. MCCARTHY | MS. MUCHA | MS. PARKER | | 2020 | $9,195,978 | $7,687,385 | $4,307,553 | $5,319,273 | $1,804,106 | $3,022,372 | | 2019 | 14,375,162 | | 3,618,582 | 3,980,490 | 1,881,722 | 2,460,786 | | 2018 | 149,639,748 | | 2,852,152 | 3,208,650 | 1,508,227 | 2,317,405 |

  92. Fiscal 2020 Summary Compensation Table

    | 2 | As described more fully under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” below, changes in pension value in fiscal 2020 and 2019 were driven largely by changes in the discount rate applied to calculate the present value of future pension payments. In fiscal 2018, the changes in pension value for Mr. Iger, Mr. Braverman and Ms. Mucha were negative $833,295, $167,536 and $524,820. |

  93. Fiscal 2020 Summary Compensation Table

    | 3 | For fiscal 2020, Mr. Iger served as Chief Executive Officer until February 24, 2020, when he was appointed Executive Chairman. Mr. Chapek was appointed Chief Executive Officer on February 24, 2020. |

  94. Fiscal 2020 Summary Compensation Table

    Salary. This column sets forth the base salary earned during each fiscal year. Stock Awards. This column sets forth the grant date fair value of the restricted stock unit awards granted to the NEOs during each fiscal year as part of the Company’s long-term incentive compensation program. The grant date fair value of these awards was calculated by multiplying the number of units awarded by the average of the high and low trading price of the Company’s common stock on the grant date, subject to valuation adjustments for restricted stock unit awards subject to vesting conditions other than, where applicable, the test to assure deductibility under Section 162(m) of the Internal Revenue Code. The valuation adjustments for performance-based awards reflect the fact that the number of shares received on vesting varies based on the level of performance achieved and were determined using a Monte Carlo simulation that determines the probability that the performance targets will be achieved. The grant date fair value of the restricted stock unit awards granted during fiscal 2020 is also included in the Fiscal 2020 Grants of Plan Based Awards table on page 46. Option Awards. This column sets forth the grant date fair value of options to purchase shares of the Company’s common stock granted to the NEOs during each fiscal year. The grant-date fair value of these options was calculated using a binomial option pricing model. The assumptions used in estimating the fair value of these options are set forth in footnote 13 to the Company’s Audited Financial Statements for fiscal 2020. The grant date fair value of the options granted during fiscal 2020 is also included in the fiscal 2020 Grants of Plan Based Awards table on page 46. Non-Equity Incentive Plan Compensation. This column sets forth the amount of compensation earned by the NEOs under the Company’s annual performance-based bonus program during each fiscal year. A description of the Company’s annual performance-based bonus program is included in the discussion of “Fiscal 2020 Total Direct Compensation” in the “Executive Compensation Program Structure” section beginning on page 25, and the determination of performance-based bonuses for fiscal 2020 is described in the “2020 Compensation Decisions” section of the Compensation Discussion and Analysis beginning on page 22. Change in Pension Value and Nonqualified Deferred Compensation Earnings. This column reflects the aggregate change in the actuarial present value of each NEO’s accumulated benefits under all defined benefit plans, including supplemental plans, during each fiscal year. The amounts reported in this column vary with a number of factors, including the discount rate applied to determine the value of future payment streams. The discount rate used pursuant to pension accounting rules to calculate the present value of future payments was 4.31% for fiscal 2018, 3.22% for fiscal 2019 and 2.82% for fiscal 2020. Neither increases nor decreases in pension value resulting from changes in the discount rate result in any increase or decrease in benefits payable to participants under the plan. Pension values for some executive officers in fiscal 2018 increased despite the small increases in the discount rate due to the effect of an additional year of service and higher compensation levels. The decrease in the discount rate in fiscal 2019 resulted in substantial increases in the present value of future payments. The decrease in the discount rate in fiscal 2020 also resulted in increases in pension values. Mr. Iger, Mr. Chapek, Ms. McCarthy, Ms. Mucha and Ms. Parker were credited with earnings on deferred compensation as disclosed below under “Fiscal 2020 Nonqualified Deferred Compensation Table.” These earnings were at rates that were not above market rates and therefore are not reported in this column. All Other Compensation. This column sets forth all of the compensation for each fiscal year that we could not properly report in any other column of the table, including:

  95. Fiscal 2020 Summary Compensation Table

    | • | the incremental cost to the Company of perquisites and other personal benefits; |

  96. Fiscal 2020 Summary Compensation Table

    | • | the amount of Company contributions to employee savings plans; |

  97. Fiscal 2020 Summary Compensation Table

    | • | the dollar value of insurance premiums paid by the Company with respect to excess liability insurance for the NEOs; and |

  98. Fiscal 2020 Summary Compensation Table

    | • | the dollar amount of matching charitable contributions made to charities pursuant to the Company’s charitable gift matching program, which is available to all regular US employees with at least one year of service. |

  99. Fiscal 2020 Summary Compensation Table

    The dollar amount of matching charitable contributions was, $50,000 for Mr. Iger, $40,200 for Mr. Chapek, $36,019 for Mr. Braverman, $50,000 for Ms. McCarthy, $20,000 for Ms. Mucha and $49,500 for Ms. Parker. In accordance with the SEC’s interpretations of its rules, this column also sets forth the incremental cost to the Company of certain items that are provided to the NEOs for business purposes but which may not be considered integrally related to his or her duties. The following table sets forth the incremental cost to the Company of each perquisite and other personal benefit that exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for a named executive officer in fiscal 2020.

  100. Fiscal 2020 Summary Compensation Table

    | | PERSONAL AIR TRAVEL | SECURITY | OTHER | TOTAL | | Robert A. Iger | $157,639 | $767,127 | $157,990 | $1,082,756 | | Robert A. Chapek | 59,103 | — | 34,489 | 93,592 | | Alan N. Braverman | — | — | 48,441 | 48,441 | | Christine M. McCarthy | — | — | 38,218 | 38,218 | | Zenia B. Mucha | — | — | 28,747 | 28,747 | | M. Jayne Parker | 32,554 | — | 35,516 | 68,070 |

  101. Fiscal 2020 Summary Compensation Table

    The incremental cost to the Company of the items specified above was determined as follows:

  102. Fiscal 2020 Summary Compensation Table

    | • | Personal air travel: 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 during the year for flights that were purely personal in nature, and a pro-rata portion of catering costs where personal guests accompanied a named executive officer on flights that were business in nature. Where a personal flight coincided with the repositioning of an aircraft following a business flight, only the incremental costs of the flight compared to an immediate repositioning of the aircraft are included. As noted on page 28, Mr. Iger and Mr. Chapek are required for security reasons to use corporate aircraft for all of their personal travel. |

  103. Fiscal 2020 Summary Compensation Table

    | • | Security: the actual costs incurred by the Company for providing security services and equipment. |

  104. Fiscal 2020 Summary Compensation Table

    The “Other” column in the table above includes, to the extent a NEO elected to receive any of these benefits, the incremental cost to the Company of the vehicle benefit, personal air travel (except for the NEOs whose personal air travel is separately identified in the “personal air travel” column in the table above), reimbursement of up to $1,000 per calendar year for wellness-related purposes such as fitness and nutrition management, and reimbursement of expenses for financial consulting. With respect to Mr. Iger, the “Other” column also includes $130,840 for the filing fee and related legal fees incurred in connection with a filing by Mr. Iger under the Hart-Scott-Rodino Antitrust Improvements Act that was required as a result of Mr. Iger’s participation in the Company’s equity compensation program. The NEOs also were eligible to receive the other benefits described in the Compensation Discussion and Analysis under the discussion of “Benefits and Perquisites” in the “Compensation Program Elements” section, which involved no incremental cost to the Company or are offered through group life, health or medical reimbursement plans that are available generally to all of the Company’s salaried employees.

  105. Fiscal 2020 Grants of Plan Based Awards Table

    Fiscal 2020 Grants of Plan Based Awards Table The following table provides information concerning the range of awards available to the NEOs under the Company’s annual performance-based bonus program for fiscal 2020 and information concerning the option grants and restricted stock unit awards made to the NEOs during fiscal 2020. Additional information regarding the amounts reported in each column follows the table.

  106. Fiscal 2020 Grants of Plan Based Awards Table

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS | EXERCISE OR BASE PRICE OF OPTION AWARDS | GRANT DATE CLOSING PRICE OF SHARES UNDERLYING OPTIONS | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS | | | | GRANT DATE | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | | | | | | ROBERT A. IGER | | 12/17/2019 | | | | | | | 263,683 | $148.04 | $147.73 | $9,586,037 | | | (B) | 12/17/2019 | | | | 16,188 | 32,377 | 48,565 | | | | 5,621,212(1) | | | | | $4,200,000(2) | $12,000,000(2) | $24,000,000(2) | | | | | | | | | | (B) | 10/1/2020 | | | | 5,396 | 10,792 | 16,188 | | | | 1,337,635(1) | | ROBERT A. CHAPEK | | 12/17/2019 | | | | | | | 63,047 | 148.04 | 147.73 | 2,292,036 | | | (A) | 12/17/2019 | | | | | 11,612 | | | | | 1,719,040 | | | (B) | 12/17/2019 | | | | 2,672 | 5,345 | 8,017 | | | | 927,913(1) | | | | 2/28/2020 | | | | | | | 38,964 | 115.76 | 117.65 | 1,081,512 | | | (A) | 2/28/2020 | | | | | 9,343 | | | | | 1,081,546 | | | (B) | 2/28/2020 | | | | 7,149 | 14,298 | 21,447 | | | | 1,589,413(1) | | | | | 2,625,000(2) | 7,500,000(2) | 15,000,000(2) | | | | | | | | | | (B) | 10/1/2020 | | | | 3,274 | 6,548 | 9,821 | | | | 811,530(1) | | ALAN N. BRAVERMAN | | 12/17/2019 | | | | | | | 83,897 | 148.04 | 147.73 | 3,050,025 | | | (A) | 12/17/2019 | | | | | 15,452 | | | | | 2,287,514 | | | (B) | 12/17/2019 | | | | 3,556 | 7,112 | 10,668 | | | | 1,234,786(1) | | | | | 1,225,000(2) | 3,500,000(2) | 7,000,000(2) | | | | | | | | | | (B) | 10/1/2020 | | | | 1,185 | 2,371 | 3,556 | | | | 293,832(1) | | CHRISTINE M. MCCARTHY | | 12/17/2019 | | | | | | | 103,603 | 148.04 | 147.73 | 3,766,425 | | | (A) | 12/17/2019 | | | | | 19,082 | | | | | 2,824,899 | | | (B) | 12/17/2019 | | | | 4,391 | 8,782 | 13,173 | | | | 1,524,732(1) | | | | | 1,297,800(2) | 3,708,000(2) | 7,416,000(2) | | | | | | | | | | (B) | 10/1/2020 | | | | 1,464 | 2,927 | 4,391 | | | | 362,828(1) | | ZENIA B. MUCHA | | 12/17/2019 | | | | | | | 35,135 | 148.04 | 147.73 | 1,277,312 | | | (A) | 12/17/2019 | | | | | 6,472 | | | | | 958,115 | | | (B) | 12/17/2019 | | | | 1,489 | 2,979 | 4,468 | | | | 517,128(1) | | | | | 523,688(2) | 1,496,250(2) | 2,992,500(2) | | | | | | | | | | (B) | 10/1/2020 | | | | 496 | 993 | 1,489 | | | | 123,057(1) | | M. JAYNE PARKER | | 12/17/2019 | | | | | | | 58,865 | 148.04 | 147.73 | 2,140,002 | | | (A) | 12/17/2019 | | | | | 10,842 | | | | | 1,605,050 | | | (B) | 12/17/2019 | | | | 2,495 | 4,990 | 7,485 | | | | 866,364(1) | | | | | 577,500(2) | 1,650,000(2) | 3,300,000(2) | | | | | | | | | | (B) | 10/1/2020 | | | | 832 | 1,663 | 2,495 | | | | 206,162(1) |

  107. Fiscal 2020 Grants of Plan Based Awards Table

    | 1 | Stock awards for fiscal 2020 subject to performance conditions were valued based on the probability that performance targets will be achieved. Assuming the highest level of performance conditions are achieved the grant date stock award values would be $2,482,705 for the performance-based award made to Mr. Chapek on February 28, 2020; $7,189,526, $1,186,800, $1,579,291, $1,950,131, $1,108,079 and $661,406 for Mr. Iger, Mr. Chapek, Mr. Braverman, Ms. McCarthy, Ms. Parker and Ms. Mucha, respectively, for the performance-based awards made on December 17, 2019; and $2,006,453, $1,217,295, $440,748, $544,242, $309,243 and $184,585 for Mr. Iger, Mr. Chapek, Mr. Braverman, Ms. McCarthy, Ms. Parker and Ms. Mucha, respectively, for the performance based awards made on October 1, 2020. |

  108. Fiscal 2020 Grants of Plan Based Awards Table

    | 2 | No bonus was actually paid for fiscal 2020. |

  109. Fiscal 2020 Grants of Plan Based Awards Table

    Grant Date. The Compensation Committee made the annual grant of stock options and restricted stock unit awards for fiscal 2020 on December 17, 2019. A portion of the performance-based restricted stock units subject to the ROIC test were granted on October 1, 2020, when the target was established for fiscal 2020. Therefore, the grant-date fair value reflects only this portion for fiscal 2020, 0% of which will vest given the Company’s fiscal 2020 ROIC. ROIC Targets for fiscal 2021 and fiscal 2022 will be set early each year for the remaining portion of those grants. Pursuant to the terms of his employment agreement, the Compensation Committee awarded Mr. Chapek restricted stock units, performance-based units and stock options in connection with his appointment as Chief Executive Officer of the Company on February 24, 2020. Estimated Possible Payouts Under Non-equity Incentive Plan Awards. As described in the Compensation Discussion and Analysis, the Compensation Committee sets the target bonus opportunity for the NEOs at the beginning of the fiscal year as a percentage of fiscal year-end salary, and the actual bonuses for the NEOs may, except in special circumstances such as unusual challenges or extraordinary successes, range from 35% to 200% of the target level based on the Compensation Committee’s evaluation of financial and other performance factors for the fiscal year. The bonus amount may be zero, if actual performance is below the specified threshold levels, or less than the calculated amounts if the Compensation Committee otherwise decides to reduce the bonus. As addressed in the discussion of 2020 Compensation Decisions, the employment agreements of each executive officer require that the target used to calculate the bonus opportunity (but not the actual bonus awarded) be at least the amount specified in each agreement. This column shows the range of potential bonus payments for each NEO from the threshold to the maximum based on the target range set at the beginning of the fiscal year. The actual bonus amounts received for fiscal 2020 are set forth in the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2020 Summary Compensation Table. Estimated Future Payouts Under Equity Incentive Plan Awards. This column sets forth the number of restricted stock units awarded to the NEOs during fiscal 2020 that are subject to the test to assure eligibility for deduction under Section 162(m) and/or to performance tests as described below. These include units awarded to each of the NEOs as part of the annual grant in December 2019 and the grant on October 2020. In addition, pursuant to the terms of his employment agreement, the Compensation Committee awarded Mr. Chapek performance-based restricted stock units in connection with his appointment as Chief Executive Officer of the Company. The units in row A for only Ms. McCarthy and Ms. Parker are subject to the test to assure eligibility under Section 162(m) in reliance on the special rules for pre-existing binding written agreements and the units in row B are subject to this test (for only Ms. McCarthy and Ms. Parker) as well as the performance tests described below (for all NEOs). The vesting dates for all of the outstanding restricted stock unit awards held by the NEOs as of the end of fiscal 2020 are set forth in the Fiscal 2020 Outstanding Equity Awards at Fiscal Year-End table below. All units in Row A (plus any shares received as dividend equivalents prior to vesting) vest if the Section 162(m) test is met or is not applicable. This amount is shown in the “target” column for Row A. None of the units vest if the Section 162(m) test is applicable and is not met. In the case of units in Row B, which are subject to both the Section 162(m) test, where applicable, and the performance tests, none of the units vest if the Section 162(m) test is applicable and is not met. All units in Row B are subject to the following vesting conditions: Half of the units subject to the performance test are subject to a total shareholder return test and half of the units are subject to a ROIC test. For the total shareholder return test:

  110. Fiscal 2020 Grants of Plan Based Awards Table

    | • | None of the units related to this measure vest if the Company’s total shareholder return is below the 25(th) percentile of the S&P 500 for that measure. |

  111. Fiscal 2020 Grants of Plan Based Awards Table

    | • | If the Company’s total shareholder return is at or above the 25(th) percentile of the S&P 500 for the related measure, the number of units related to that measure that vest will vary from 50% of the target number related to that measure (at the 25(th) percentile) to 150% of the target number related to that measure (at or above the 75(th) percentile) (in each case, plus dividend equivalent units). |

  112. Fiscal 2020 Grants of Plan Based Awards Table

    For the half of the units subject to the ROIC performance test:

  113. Fiscal 2020 Grants of Plan Based Awards Table

    | • | None of the units related to this measure vest if the Company’s fiscal year ROIC performance in each of the applicable fiscal years is below threshold of target ROIC. |

  114. Fiscal 2020 Grants of Plan Based Awards Table

    | • | If the Company’s ROIC is above the threshold in any fiscal year, the number of units related to that measure for that year that vest will vary from 50% of the target number related to that measure (equals threshold) to 150% of the target number related to that measure (exceeds maximum) (in each case, plus dividend equivalent units). |

  115. Fiscal 2020 Grants of Plan Based Awards Table

    ROIC for the Company is adjusted (i) to exclude the effect of extraordinary, unusual and/or nonrecurring items and (ii) to reflect such other factors, as the Committee deems appropriate to fairly reflect ROIC for the applicable fiscal year. When dividends are distributed to shareholders, dividend equivalents are credited in an amount equal to the dollar amount of dividends on the number of units held on the dividend record date divided by the fair market value of the Company’s shares of common stock on the dividend distribution date. Dividend equivalents vest only when, if and to the extent that the underlying units vest. All Other Option Awards: Number of Securities Underlying Options. This column sets forth the options to purchase shares of the Company’s common stock granted to the NEOs as part of the annual grant in December 2019. The vesting dates for these options are set forth in the Fiscal 2020 Outstanding Equity Awards at Fiscal Year-End table below. These options are scheduled to expire ten years after the date of grant. Exercise or Base Price of Option Awards; Grant Date Closing Price of Shares Underlying Options. These columns set forth the exercise price for each option grant and the closing price of the Company’s common stock on the date of grant. The exercise price is equal to the average of the high and low trading price on the grant date, which may be higher or lower than the closing price on the grant date. Grant Date Fair Value of Stock and Option Awards. This column sets forth the grant date fair value of the stock and option awards granted during fiscal 2020 calculated in accordance with applicable accounting requirements. The grant date fair value of all restricted stock unit awards and options is determined as described on page 47, above.

  116. Fiscal 2020 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal 2020 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information concerning outstanding unexercised options and unvested restricted stock unit awards held by the NEOs as of October 3, 2020. Additional information regarding the amounts reported in each column follows the table.

  117. Fiscal 2020 Outstanding Equity Awards at Fiscal Year-End Table

    | | OPTION AWARDS(A) | | | | | STOCK AWARDS | | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | | | | | | EQUITY INCENTIVE PLAN AWARDS | | | | GRANT DATE | EXERCISABLE | UNEXERCISABLE | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF UNITS THAT HAVE NOT VESTED(A) | MARKET VALUE OF UNITS THAT HAVE NOT VESTED | NUMBER OF UNEARNED UNITS THAT HAVE NOT VESTED(B)(C) | MARKET VALUE OF UNEARNED UNITS THAT HAVE NOT VESTED | | ROBERT A. IGER | 1/18/2012 | 732,079 | — | $38.75 | 1/18/2022 | — | — | — | — | | | 1/16/2013 | 685,550 | — | 51.29 | 1/16/2023 | — | — | — | — | | | 12/19/2013 | 435,220 | — | 72.59 | 12/19/2023 | — | — | — | — | | | 12/18/2014 | 372,412 | — | 92.24 | 12/18/2024 | — | — | — | — | | | 12/17/2015 | 271,331 | — | 113.23 | 12/17/2025 | — | — | — | — | | | 12/21/2016 | 241,270 | 80,424 | 105.21 | 12/21/2026 | — | — | — | — | | | 12/13/2017 | — | — | — | | 121,082(D) | $14,838,599 | 1,204,597(E) | $147,623,318 | | | 12/19/2017 | 147,618 | 147,619 | 111.58 | 12/19/2027 | — | — | 47,418 | 5,811,104 | | | 12/19/2018 | 72,972 | 218,919 | 110.54 | 12/19/2028 | — | — | 115,130 | 14,109,120 | | | 3/21/2019 | 11,700 | 35,103(F) | 109.26 | 3/21/2029 | — | — | 16,707(G) | 2,047,443 | | | 12/17/2019 | — | 263,683 | 148.04 | 12/17/2029 | — | — | 48,565 | 5,951,610 | | ROBERT A. CHAPEK | 1/16/2013 | 60,860 | — | 51.29 | 1/16/2023 | — | — | — | — | | | 12/19/2013 | 53,233 | — | 72.59 | 12/19/2023 | — | — | — | — | | | 12/18/2014 | 53,077 | — | 92.24 | 12/18/2024 | — | — | — | — | | | 12/17/2015 | 39,796 | — | 113.23 | 12/17/2025 | — | — | — | — | | | 12/21/2016 | 37,215 | 12,406 | 105.21 | 12/21/2026 | 2,302 | 282,110 | — | — | | | 12/19/2017 | 22,845 | 22,846 | 111.58 | 12/19/2027 | 4,249 | 520,715 | 5,051 | 618,975 | | | 12/19/2018 | 18,806 | 56,421 | 110.54 | 12/19/2028 | 10,656 | 1,305,893 | 20,952 | 2,567,668 | | | 12/17/2019 | — | 63,047 | 148.04 | 12/17/2029 | 11,612 | 1,423,051 | 8,017 | 982,453 | | | 2/28/2020 | — | 38,964(H) | 115.76 | 2/28/2030 | 9,343(I) | 1,144,985 | 21,447(J) | 2,628,330 | | ALAN N. BRAVERMAN | 1/16/2013 | 84,095 | — | 51.29 | 1/16/2023 | — | — | — | — | | | 12/19/2013 | 62,627 | — | 72.59 | 12/19/2023 | — | — | — | — | | | 12/18/2014 | 53,077 | — | 92.24 | 12/18/2024 | — | — | — | — | | | 12/17/2015 | 40,181 | — | 113.23 | 12/17/2025 | — | — | — | — | | | 12/21/2016 | 36,402 | 12,134 | 105.21 | 12/21/2026 | — | — | 2,356 | 288,728 | | | 12/19/2017 | 28,556 | 28,557 | 111.58 | 12/19/2027 | — | — | 11,871 | 1,454,844 | | | 12/19/2018 | 17,413 | 52,242 | 110.54 | 12/19/2028 | 9,866 | 1,209,078 | 19,401 | 2,377,593 | | | 12/17/2019 | — | 83,897 | 148.04 | 12/17/2029 | 15,452 | 1,893,643 | 10,668 | 1,307,363 | | CHRISTINE M. MCCARTHY | 1/26/2011 | 34,139 | — | 39.65 | 1/26/2021 | — | — | — | — | | | 1/18/2012 | 45,342 | — | 38.75 | 1/18/2022 | — | — | — | — | | | 1/16/2013 | 42,533 | — | 51.29 | 1/16/2023 | — | — | — | — | | | 12/19/2013 | 30,687 | — | 72.59 | 12/19/2023 | — | — | — | — | | | 12/18/2014 | 28,839 | — | 92.24 | 12/18/2024 | — | — | — | — | | | 12/17/2015 | 41,722 | — | 113.23 | 12/17/2025 | — | — | — | — | | | 12/21/2016 | 37,797 | 12,599 | 105.21 | 12/21/2026 | — | — | 2,446 | 299,757 | | | 12/19/2017 | 32,126 | 32,126 | 111.58 | 12/19/2027 | — | — | 13,355 | 1,636,650 | | | 12/19/2018 | 19,155 | 57,466 | 110.54 | 12/19/2028 | — | — | 32,697 | 4,006,956 | | | 12/17/2019 | — | 103,603 | 148.04 | 12/17/2029 | — | — | 32,255 | 3,952,850 | | ZENIA B. MUCHA | 12/19/2013 | 35,906 | — | 72.59 | 12/19/2023 | — | — | — | — | | | 12/18/2014 | 33,969 | — | 92.24 | 12/18/2024 | — | — | — | — | | | 12/17/2015 | 25,996 | — | 113.23 | 12/17/2025 | — | — | — | — | | | 12/21/2016 | 24,597 | 8,200 | 105.21 | 12/21/2026 | 1,518 | 186,031 | — | — | | | 12/19/2017 | 15,099 | 15,100 | 111.58 | 12/19/2027 | 2,808 | 344,120 | 3,339 | 409,140 | | | 12/19/2018 | 9,055 | 27,166 | 110.54 | 12/19/2028 | 5,130 | 628,682 | 10,088 | 1,236,223 | | | 12/17/2019 | — | 35,135 | 148.04 | 12/17/2029 | 6,472 | 793,144 | 4,468 | 547,523 |

  118. Fiscal 2020 Outstanding Equity Awards at Fiscal Year-End Table

    | | OPTION AWARDS(A) | | | | | STOCK AWARDS | | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | | | | | | EQUITY INCENTIVE PLAN AWARDS | | | | GRANT DATE | EXERCISABLE | UNEXERCISABLE | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF UNITS THAT HAVE NOT VESTED(A) | MARKET VALUE OF UNITS THAT HAVE NOT VESTED | NUMBER OF UNEARNED UNITS THAT HAVE NOT VESTED(B)(C) | MARKET VALUE OF UNEARNED UNITS THAT HAVE NOT VESTED | | M. JAYNE PARKER | 12/18/2014 | 9,731 | — | 92.24 | 12/18/2024 | — | — | — | — | | | 12/17/2015 | 28,243 | — | 113.23 | 12/17/2025 | — | — | — | — | | | 12/21/2016 | 25,586 | 8,529 | 105.21 | 12/21/2026 | — | — | 1,656 | 202,943 | | | 12/19/2017 | 23,202 | 23,203 | 111.58 | 12/19/2027 | — | — | 9,646 | 1,182,089 | | | 12/19/2018 | 11,841 | 35,525 | 110.54 | 12/19/2028 | — | — | 20,213 | 2,477,042 | | | 12/17/2019 | — | 58,865 | 148.04 | 12/17/2029 | — | — | 18,327 | 2,245,974 |

  119. Fiscal 2020 Outstanding Equity Awards at Fiscal Year-End Table

    Number of Securities Underlying Unexercised Options: Exercisable and Unexercisable. These columns set forth, for each NEO and for each grant made to the officer, the number of shares of the Company’s common stock that can be acquired upon exercise of outstanding options. The vesting schedule for each option with unexercisable shares is shown under “Vesting Schedule.” The vesting of options held by the NEOs may be accelerated in the circumstances described under “Potential Payments and Rights on Termination or Change in Control,” below. Number; Market Value of Units of Stock That Have Not Vested. These columns report the number and market value, respectively, of shares underlying each grant of restricted stock units to each officer that is not subject to performance vesting conditions nor the test to assure eligibility for deduction pursuant to Section 162(m). The number of shares includes dividend equivalent units that have accrued for dividends payable through October 3, 2020. The market value is equal to the number of shares underlying the units times the closing market price of the Company’s common stock on Friday, October 2, 2020, the last trading day of the Company’s fiscal year. The vesting schedule for each grant is shown below, with grants identified by the letter following the number of shares underlying the grant. Vesting of restricted stock units held by NEOs may be accelerated in the circumstances described under “Potential Payments and Rights on Termination or Change in Control,” below. Number; Market Value of Unearned Units That Have Not Vested. These columns set forth the maximum number and market value, respectively, of shares of the Company’s common stock underlying each restricted stock unit award held by each NEO that is subject to performance-based vesting conditions and/or the test to assure eligibility for deduction pursuant to Section 162(m), except that the number of units and market value for units granted December 19, 2017 are based on the actual number of shares that vested based on the satisfaction of the related performance test on November 19, 2020 (excluding dividend equivalent units accruing after October 3, 2020). The number of shares includes dividend equivalent units that have accrued for dividends payable through October 3, 2020. The market value is equal to the number of shares underlying the units multiplied by the closing market price of the Company’s common stock on Friday, October 2, 2020, the last trading day of the Company’s fiscal year. The vesting schedule and performance tests and/or the test to assure eligibility under Section 162(m) are shown in “Vesting Schedule,” below. Vesting Schedule. The options reported above that are not yet exercisable and restricted stock unit awards that have not yet vested are scheduled to become exercisable and vest as set forth below. (A) Unless otherwise noted, stock options and restricted stock units will vest 25% on each of the first four anniversaries of the grant date. (B) For 2017 and 2018 grants, performance-based restricted stock units will cliff-vest on the third anniversary of grant date, based on 3-year TSR and EPS performance vs the S&P 500. For 2019 and 2020, restricted stock units will cliff vest on the third anniversary of grant date, based on 3-year TSR vs S&P 500 and absolute ROIC tests for each of the fiscal years in the 3-year period (targets set each year). ROIC was at 0% for the first year and there is no value reflected in the table. Grants for Mr. Braverman before 2018 and all grants for Ms. McCarthy and Ms. Parker are subject to performance under 162(m). (C) While restricted stock units will vest 25% on each of the first four anniversaries of the grant date, grants for Mr. Braverman before 2018 and all grants for Ms. McCarthy and Ms. Parker are subject to performance under 162(m). (D) Restricted stock units granted December 13, 2017. One-half of the remaining units vested on December 31, 2020 and one-half are scheduled to vest on December 31, 2021. (E) Restricted stock units granted December 13, 2017. The units are scheduled to vest on December 31, 2021 subject to satisfaction of a total shareholder return, with the number of units vesting depending on the level at which the tests were satisfied. The amount shown is the maximum number of units that could vest. (F) Options granted March 21, 2019 following the close of the TFCF acquisition. One-third of the remaining unexercisable options became exercisable on December 19, 2020 and one-third are scheduled to become exercisable on each of December 19, 2021 and 2022. (G) Restricted stock units granted March 21, 2019 following the close of the TFCF acquisition. The units are scheduled to vest on December 19, 2021 subject to satisfaction of a total shareholder return and earnings per share test, with the number of units vesting depending on the level at which the tests were satisfied. The amount shown is the maximum number of units that could vest. (H) Options granted February 28, 2020 in connection with Mr. Chapek’s appointment as Chief Executive Officer. One-fourth of the remaining unexercisable options became exercisable on December 17, 2020 and one-fourth are scheduled to become exercisable on each of December 17, 2021, 2022 and 2023. (I) Restricted stock units granted February 28, 2020 in connection with Mr. Chapek’s appointment as Chief Executive Officer. One-fourth of the remaining units vested on December 17, 2020 and one-fourth are scheduled to vest on each of December 17, 2021, 2022 and 2023. (J) Restricted stock units granted February 28, 2020 in connection with Mr. Chapek’s appointment as Chief Executive Officer. The units are scheduled to vest on December 17, 2022 subject to satisfaction of a 3-year total shareholder return test and 3 1-year ROIC tests, with the number of units vesting depending on the level at which the tests were satisfied. ROIC was 0% for the first year and, therefore, no value for such award is reflected in the table. The amount shown is the maximum number of units that could vest.

  120. Fiscal 2020 Option Exercises and Stock Vested Table

    Fiscal 2020 Option Exercises and Stock Vested Table The following table provides information concerning the exercise of options and vesting of restricted stock unit awards held by the NEOs during fiscal 2020.

  121. Fiscal 2020 Option Exercises and Stock Vested Table

    | | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING | | ROBERT A. IGER | — | — | 138,984 | $20,236,784 | | ROBERT A. CHAPEK | — | — | 19,708 | 5,395,032 | | ALAN N. BRAVERMAN | — | — | 19,431 | 4,287,380 | | CHRISTINE M. MCCARTHY | 39,617 | $4,505,355 | 20,150 | 2,955,903 | | ZENIA B. MUCHA | 26,751 | 2,640,591 | 11,855 | 2,486,670 | | M. JAYNE PARKER | — | — | 13,560 | 1,989,226 |

  122. Fiscal 2020 Option Exercises and Stock Vested Table

    The value realized on the exercise of options is equal to the amount per share at which the NEO sold shares acquired on exercise (all of which occurred on the date of exercise) minus the exercise price of the option times the number of shares acquired on exercise of the options. The value realized on the vesting of stock awards is equal to the closing market price of the Company’s common stock on the date of vesting times the number of shares acquired upon vesting. The number of shares and value realized on vesting includes shares that were withheld at the time of vesting to satisfy tax withholding requirements.

  123. Pension Benefits

    Pension Benefits The Company maintains a tax-qualified, noncontributory retirement plan, called the Disney Salaried Pension Plan D, for salaried employees who commenced employment before January 1, 2012. Benefits are based on a percentage of total average monthly compensation multiplied by years of credited service. For service years after 2012, average monthly compensation includes overtime, commission and regular bonus and is calculated based on the highest five consecutive years of compensation during the ten-year period prior to termination of employment or retirement, whichever is earlier. For service years prior to 2012, average monthly compensation considers only base salary, benefits were based on a somewhat higher percentage of average monthly compensation, and benefits included a flat dollar amount based solely on years and hours of service. Retirement benefits are non-forfeitable after three years of vesting service (five years of vesting service prior to 2012) or at age 65 after one year of service. Actuarially reduced benefits are paid to participants whose benefits are non-forfeitable and who retire before age 65 but on or after age 55. In calendar year 2020, the maximum compensation limit under a tax-qualified plan was $285,000 and the maximum annual benefit that may be accrued under a tax-qualified defined benefit plan was $230,000. To provide additional retirement benefits for key salaried employees, the Company maintains a supplemental nonqualified, unfunded plan, the Amended and Restated Key Plan, which provides retirement benefits in excess of the compensation limitations and maximum benefit accruals under tax-qualified plans. Under this plan, benefits are calculated in the same manner as under the Disney Salaried Pension Plan D, including the differences in benefit determination for years before and after January 1, 2012, described above, except as follows:

  124. Pension Benefits

    | • | starting on January 1, 2017, average annual compensation used for calculating benefits under the plans for any participant was capped at the greater of $1,000,000 or the participant’s average annual compensation determined as of January 1, 2017; and |

  125. Pension Benefits

    | • | benefits for persons who were NEOs on January 1, 2012 are limited to the amount the executive officer would have received had the plan in effect prior to its January 1, 2012 amendment continued without change. |

  126. Pension Benefits

    Company employees (including three of the NEOs) who transferred to the Company from ABC, Inc. after the Company’s acquisition of ABC are also eligible to receive benefits under the Disney Salaried Pension Plan A (formerly known as the ABC, Inc. Retirement Plan) and a Benefits Equalization Plan which, like the Amended and Restated Key Plan, provides eligible participants retirement benefits in excess of the compensation limits and maximum benefit accruals that apply to tax-qualified plans. Mr. Iger, Mr. Braverman and Ms. Mucha received credited years of service under those plans for the years prior to the Company’s acquisitions of ABC, Inc. A term of the 1995 purchase agreement between ABC, Inc. and the Company provides that employees transferring employment to coverage under a Disney pension plan will receive an additional benefit under Disney plans equal to (a) the amount the employee would receive under the Disney pension plans if all of the employee’s ABC service were counted under the Disney pension less (b) the combined benefits the employee receives under the ABC plan (for service prior to the transfer) and the Disney plan (for service after the transfer). Mr. Iger, Mr. Braverman and Ms. Mucha transferred from ABC, and each receives a pension benefit under the Disney plans to bring the employee’s total benefit up to the amount the employee would have received if all the employee’s years of service had been credited under the Disney plans. (The effect of these benefits is reflected in the present value of benefits under the Disney plans in the table below). As of the end of fiscal 2020, Mr. Chapek, Ms. Parker and Ms. Mucha were eligible for early retirement and Mr. Iger, Mr. Braverman and Ms. McCarthy were eligible for retirement. The early retirement reduction is 50% at age 55, decreasing to 0% at age 65.

  127. Fiscal 2020 Pension Benefits Table

    Fiscal 2020 Pension Benefits Table The following table sets forth the present value of the accumulated pension benefits that each NEO is eligible to receive under each of the plans described above.

  128. Fiscal 2020 Pension Benefits Table

    | NAME | PLAN NAME | NUMBER OF YEARS OF CREDITED SERVICE AT FISCAL YEAR-END | | PRESENT VALUE OF ACCUMULATED BENEFIT AT FISCAL YEAR-END | | ROBERT A. IGER | Disney Salaried Pension Plan D | 21 | | $1,889,496 | | | Disney Amended and Restated Key Plan | 21 | | 15,624,116 | | | Disney Salaried Pension Plan A | 25 | | 977,975 | | | Benefit Equalization Plan of ABC, Inc. | 25 | | 7,721,111 | | | | | Total | $26,212,698 | | ROBERT A. CHAPEK | Disney Salaried Pension Plan D | 19 | | $1,877,267 | | | Disney Amended and Restated Key Plan | 19 | | 13,630,710 | | | | | Total | $15,507,977 | | ALAN N. BRAVERMAN | Disney Salaried Pension Plan D | 18 | | $1,449,472 | | | Disney Amended and Restated Key Plan | 18 | | 5,519,564 | | | Disney Salaried Pension Plan A | 9 | | 249,695 | | | Benefit Equalization Plan of ABC, Inc. | 9 | | 1,392,115 | | | | | Total | $8,610,846 | | CHRISTINE M. MCCARTHY | Disney Salaried Pension Plan D | 21 | | $1,820,465 | | | Disney Amended and Restated Key Plan | 21 | | 4,764,927 | | | | | Total | $6,585,392 | | ZENIA B. MUCHA | Disney Salaried Pension Plan D | 19 | | $1,664,218 | | | Disney Amended and Restated Key Plan | 19 | | 4,237,093 | | | Disney Salaried Pension Plan A | 1 | | 49,180 | | | Benefit Equalization Plan of ABC, Inc. | 1 | | 76,321 | | | | | Total | $6,026,813 | | M. JAYNE PARKER | Disney Salaried Pension Plan D | 32 | | $2,412,071 | | | Disney Amended and Restated Key Plan | 32 | | 5,695,391 | | | | | Total | $8,107,462 |

  129. Fiscal 2020 Pension Benefits Table

    These present values assume that each named executive retires at age 65 (or their age on October 3, 2020, if older) for purposes of the Disney Salaried Pension Plan D and the Amended and Restated Key Plan and age 62 (or their age on October 3, 2020, if older) for purposes of the Disney Salaried Pension Plan A, and the Amended and Restated Benefit Equalization Plan of ABC, Inc. Age 65 is the normal retirement age under each of the plans and is also the age at which unreduced benefits are payable, except the earliest age at which unreduced benefits are payable under the ABC plans is age 62 for service years prior to 2012. The values also assume a straight life-annuity payment for an unmarried participant. Participants may elect other actuarially reduced forms of payment, such as joint and survivor benefits and payment of benefits for a period certain irrespective of the death of the participant. The present values were calculated using the 2.82% discount rate assumption set forth in footnote 11 to the Company’s Audited Financial Statements for fiscal 2020 and using actuarial factors including RP2014 annuitant mortality table, projected back to 2006 using the MP-2014 projection scale, and generationally with a modified version of the MP-2018 scale for males and females. The present values reported in the table are not available as lump sum payments under the plans.

  130. Fiscal 2020 Nonqualified Deferred Compensation Table

    Fiscal 2020 Nonqualified Deferred Compensation Table Under the Company’s Non-Qualified Deferred Compensation Plan, U.S.-based executives at the level of Senior Vice President or above may defer a portion of their compensation and applicable taxes with an opportunity to earn a tax-deferred return on the deferred amounts. The plan gives eligible executives the opportunity to defer up to 50% of their base salary and up to 100% of their annual performance-based bonus award until retirement or termination of employment or, at the executive’s election, until an earlier date at least five years following the date the compensation is earned. The Company also has the option to make a contribution into an executive’s deferred compensation account on terms and subject to any conditions (such as vesting conditions) the Company chooses. Amounts in an executive’s deferred account earn a return based on the executive’s election among a series of mutual funds designated by the Company, which are generally the same funds available under the Company’s qualified deferred compensation plans. Returns on the funds available for the deferred account ranged from -6.61% to 9.87% for the year ended October 3, 2020. The deferred amounts and any deemed earnings on the amounts are not actual investments and are obligations of the Company. Ms. McCarthy and Ms. Parker each participated in this plan in fiscal 2020, and each of their contributions and aggregate earnings during the fiscal year and aggregate balance at the end of the fiscal year are reflected in the table below. Ms. McCarthy’s contributions represent deferred salary in the amount of $830,389. Ms. McCarthy and Ms. Parker did not make contributions for bonus, as no bonus was earned. Mr. Chapek and Ms. Mucha earned a return on amounts contributed in prior fiscal years, but did not make a contribution in fiscal 2020. From 2000 through 2005, $500,000 per year of Mr. Iger’s annual base salary was deferred. The following table sets forth the earnings on the deferred amount in fiscal 2020 and the aggregate balance of Mr. Iger’s deferral account, including accumulated earnings, as of October 3, 2020. Mr. Iger’s employment agreement provides that the deferred compensation will be paid, together with interest at the applicable federal rate for mid-term treasuries, reset annually, no later than 30 days after he is no longer subject to the provisions of Section 162(m) of the Internal Revenue Code (or at such later date as is necessary to avoid the imposition of an additional tax on Mr. Iger under Section 409A of the Internal Revenue Code). The interest rate is adjusted annually in March and the weighted average interest rate for fiscal 2020 was 1.972%. There were no additions during the fiscal year to the deferred amount by either the Company or Mr. Iger other than these earnings and no withdrawals during the fiscal year.

  131. Fiscal 2020 Nonqualified Deferred Compensation Table

    | | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR | AGGREGATE EARNINGS IN LAST FISCAL YEAR | AGGREGATE BALANCE AT LAST FISCAL YEAR-END | | Robert A. Iger | — | $86,746 | $4,486,370 | | Robert A. Chapek | — | 534,186 | 6,976,322 | | Christine M. McCarthy | $830,389 | 3,512,328 | 35,881,213 | | Zenia B. Mucha | — | 404,718 | 4,146,176 | | M. Jayne Parker | — | 739,138 | 11,162,333 |

  132. Fiscal 2020 Nonqualified Deferred Compensation Table

    Because the earnings accrued under these programs were not “above market” or preferential, these amounts are not reported in the Fiscal 2020 Summary Compensation Table. A portion of the aggregate balances at last fiscal year end were however included in the Summary Compensation Table since fiscal year 2018, as follows:

  133. Fiscal 2020 Nonqualified Deferred Compensation Table

    | | | AMOUNT INCLUDED IN SUMMARY COMPENSATION TABLE | | | | | FISCAL YEAR | SALARY | NON-EQUITY INCENTIVE PLAN | TOTAL | | Robert A. Iger | 2020 | — | — | — | | | 2019 | — | — | — | | | 2018 | — | — | — | | Robert A. Chapek | 2020 | — | — | — | | Christine M. McCarthy | 2020 | $830,389 | — | $830,389 | | | 2019 | 898,529 | $6,229,646 | 7,128,174 | | | 2018 | 766,442 | 5,116,217 | 5,882,659 | | Zenia B. Mucha | 2020 | — | — | — | | | 2019 | — | — | — | | M. Jayne Parker | 2020 | — | — | — | | | 2019 | — | $2,587,068 | $2,587,068 | | | 2018 | — | 2,006,481 | 2,006,481 |

  134. Potential Payments and Rights on Termination or Change in Control

    Potential Payments and Rights on Termination or Change in Control Our NEOs may receive compensation in connection with termination of their employment. This compensation is payable pursuant to (a) the terms of compensation plans applicable by their terms to all participating employees and (b) the terms of employment agreements with each of our NEOs. We have entered into employment agreements with NEOs that end on the following dates: December 31, 2021 for Mr. Iger, February 28, 2023 for Mr. Chapek, December 31, 2021 for Mr. Braverman, December 31, 2022 for Ms. McCarthy (was June 30, 2021 at fiscal year end, which is the date used for calculations), December 31, 2021 for Ms. Mucha and June 30, 2021 for Ms. Parker. The termination provisions serve a variety of purposes including: providing the benefits of equity incentive plans to the executive and the executive’s family in case of death or disability; defining when the executive may be terminated with cause and receive no further compensation; and clearly defining rights in the event of a termination in other circumstances. The availability, nature and amount of compensation on termination differ depending on whether employment terminates because of:

  135. Potential Payments and Rights on Termination or Change in Control

    | • | death or disability; |

  136. Potential Payments and Rights on Termination or Change in Control

    | • | the Company’s termination of the executive pursuant to the Company’s termination right or the executive’s decision to terminate because of action the Company takes or fails to take; |

  137. Potential Payments and Rights on Termination or Change in Control

    | • | the Company’s termination of the executive for cause; or |

  138. Potential Payments and Rights on Termination or Change in Control

    | • | expiration of an employment agreement, retirement or other voluntary termination. |

  139. Potential Payments and Rights on Termination or Change in Control

    The compensation that each of our NEOs may receive under each of these termination circumstances is described below. It is important to note that the amounts of compensation set forth in the tables below are based on the specific assumptions noted and do not predict the actual compensation that our NEOs would receive. Actual compensation received would be a function of a number of factors that are unknowable at this time, including: the date of the executive’s termination of employment; the executive’s base salary at the time of termination; the executive’s age and service with the Company at the time of termination; and, because many elements of the compensation are performance-based pursuant to the Company’s compensation philosophy described in Compensation Discussion and Analysis, above, the future performance of the Company. Moreover, the option and restricted stock unit acceleration amounts in case of a termination without cause or by the executive for good reason assume that these awards immediately accelerate, which is not the case in the absence of a change in control. Rather, options and units continue to vest over time and in most cases are subject to the same performance measures that apply if there had been no termination. (The performance measures do not apply to vesting of restricted stock unit awards when termination is due to death or disability, and the test to assure deductibility under Section 162(m) does not apply if it is not necessary to preserve deductibility). In addition, although the descriptions and amounts below are based on existing agreements, in connection with a particular termination of employment the Company and the NEO may mutually agree on severance terms that vary from those provided in the NEO’s pre-existing agreement. In each of the circumstances described below, our NEOs are eligible to receive earned, unpaid salary through the date of termination and benefits that are unconditionally accrued as of the date of termination pursuant to policies applicable to all employees. This includes the deferred compensation and earnings on these deferred amounts as described under “Deferred Compensation,” above. This earned compensation is not described or quantified below because these amounts represent earned, vested benefits that are not contingent on the termination of employment, but we do describe and quantify benefits that continue beyond the date of termination that are in addition to those provided for in the applicable benefit plans. The executive’s accrued benefits include the pension benefits described under “Pension Benefits,” above, which become payable to all participants who have reached retirement age. Because they have reached early retirement or retirement age under the plans, each executive officer would have been eligible to receive these benefits if their employment had terminated at the end of fiscal 2020. Because the pension benefits do not differ from those described above under “Pension Benefits” except in ways that are equally applicable to all salaried employees, the nature and amount of their pension benefits are not described or quantified below.

  140. Pay Ratio

    Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the Company’s median employee. The ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described below. Per SEC rules, the Company is permitted to use the same median employee as was used in fiscal 2019. However, since the median employee used for the past two years has separated from the Company, we have conducted an analysis and selected a similarly situated employee. Our methodology to determine the median employee is consistent with last year. We reviewed the annual base salary of the global workforce as of the last business day of the fiscal year, October 3, 2020. Due to population size, we identified a band of employees with a base salary that approximates the median base salary for the Company. The median base salary reflects a workforce with large populations of seasonal, part-time and international employees working in multiple, distinct operating segments. We calculated the median employee’s total annual compensation for fiscal 2020 (which consisted of base salary, overtime pay, bonus and the Company’s contribution to health insurance premiums) and ensured the median employee’s compensation did not contain distortive compensation features (e.g., abnormal amounts of overtime, special premium pay or commissions/tips, etc.). In addition, we annualized the pay for part- and full-time employees who were furloughed for any part of fiscal 2020. The median Disney employee works in a full-time hourly role in Parks and has been with the Company for over nine years. For fiscal 2020, the median employee’s total annual compensation was $51,073. Mr. Chapek’s total annual compensation, including the Company’s contribution to health insurance premiums (which are not included in the Summary Compensation Table in this proxy statement), was $14,958,493. Since Mr. Chapek became CEO beginning February 24, 2020, we have annualized his salary and other compensation and included reported values for equity grants and change in pension value, as they are reflective of annual compensation. The ratio of these amounts was 293:1.

  141. Election of Directors

    Election of Directors The current term of office of all of the Company’s Directors expires at the 2021 Annual Meeting. The Board proposes that the following directors be elected for a term of one year and until their successors are duly elected and qualified. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a Director before the 2021 Annual Meeting, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Directors are elected by a majority of votes cast unless the election is contested, in which case Directors are elected by a plurality of votes cast. A majority of votes cast means that the number of shares voted “for” a Director exceeds the number of votes cast “against” the Director; abstentions are not counted either “for” or “against.” If an incumbent Director in an uncontested election does not receive a majority of votes cast for such incumbent’s election, the Director is required to submit a letter of resignation to the Board of Directors for consideration by the Governance and Nominating Committee. The Governance and Nominating Committee is required to promptly assess the appropriateness of such nominee continuing to serve as a Director and recommend to the Board the action to be taken with respect to the tendered resignation. The Board is required to determine whether to accept or reject the resignation, or what other action should be taken, within 90 days of the date of the certification of election results. Brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to the election of Directors unless they have received instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker if your shares are held by a broker so that your vote with respect to Directors is counted.

  142. Election of Directors

    | The Board recommends a vote ‘‘FOR’’ each of the persons nominated by the Board. |

  143. Election of Directors

    | 2007–PRESENT: The Walt Disney Company Board of Directors 2018–PRESENT: Lead Director, The Walt Disney Company 2013–2017: NBTY, Inc. Board of Directors 2008–2016: McDonald’s Corporation Board of Directors | Susan E. Arnold OPERATING EXECUTIVE, THE CARLYLE GROUP Ms. Arnold, 66, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through her experience as an executive of Procter & Gamble and her other public company board experience. At Procter & Gamble, Ms. Arnold was a senior executive responsible for major consumer brands in a large, complex retailing and global brand management company. As a result of this experience, Ms. Arnold brings to our Board in depth knowledge of brand management and marketing, environmental sustainability, product development, international consumer markets, finance and executive management, including executive compensation and management leadership. |

  144. Election of Directors

    | 2017–PRESENT: The Walt Disney Company Board of Directors 2014–PRESENT: General Motors Company Board of Directors 2011–2017: General Dynamics Corporation Board of Directors | Mary T. Barra CHAIRMAN AND CHIEF EXECUTIVE OFFICER, GENERAL MOTORS COMPANY Ms. Barra, 59, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through her experience as a leader of the General Motors Company and her other public company board experience. In her roles at General Motors, Ms. Barra has been responsible for overseeing and managing executive teams and a sizeable worldwide work force, with an emphasis on development and marketing of technology based consumer facing products and on human resources. As a result of this experience, Ms. Barra brings to our Board an understanding of worldwide consumer markets, changing technology and the challenges and risks facing large public companies with complex global operations. |

  145. Election of Directors

    | 2018–PRESENT: The Walt Disney Company Board of Directors 2001–PRESENT: Oracle Corporation Board of Directors 2008–2015: HSBC Holdings Board of Directors | Safra A. Catz CHIEF EXECUTIVE OFFICER, ORACLE CORPORATION Ms. Catz, 59, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through her experience as both a chief executive and chief financial officer of Oracle. At Oracle, Ms. Catz has been responsible for leadership of a complex, global technology company, with an emphasis on acquisition strategy and integration of acquired companies, and also led Oracle’s financial function, which has a complexity and breadth comparable to that of the Company. As a result of this experience, Ms. Catz brings to our Board valuable insights regarding the management of a complex, global organization with particular insights in acquisitions, experience in a wide range of financial and accounting matters, and an understanding of the rapidly changing technological landscape that affects our businesses including the protection of electronically stored data. |

  146. Election of Directors

    | 2020–PRESENT: The Walt Disney Company Board of Directors | Robert A. Chapek CHIEF EXECUTIVE OFFICER, THE WALT DISNEY COMPANY Mr. Chapek, 61, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his years of leadership experience and his role as Chief Executive Officer of the The Walt Disney Company. Mr. Chapek’s nearly 30 years at the Company have been marked by growth and transformation. Mr. Chapek has successfully implemented groundbreaking business models and identified new revenue streams to achieve business objectives and sustain long-term growth. As a result of this experience, Mr. Chapek brings to our Board valuable insights regarding the management of a complex, global organization with particular insights in global consumer products operations; film content distribution strategies; and complex development projects across Disney Parks. The Company has agreed in Mr. Chapek’s employment agreement to nominate him for reelection 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. |

  147. Election of Directors

    | 2018–PRESENT: The Walt Disney Company Board of Directors 2014–PRESENT: Illumina, Inc. Board of Directors 2014–2016: Citrix Systems, Inc. Board of Directors | Francis A. deSouza PRESIDENT AND CHIEF EXECUTIVE OFFICER, ILLUMINA, INC. Mr. deSouza, 50, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his experience as Chief Executive Officer of Illumina, his prior experience at Symantec and other technology companies. At Illumina, Symantec and the other companies where he has worked, Mr. deSouza has overseen growth and maturation of technology businesses and gained in depth experience in the management of technology oriented businesses, including cybersecurity businesses. As a result of this experience, Mr. deSouza brings to our Board an understanding of the risks and opportunities involved in the development of diverse and changing businesses and extensive insight into technological developments that affect our business, including cybersecurity matters. |

  148. Election of Directors

    | 2018–PRESENT: The Walt Disney Company Board of Directors 2017–PRESENT: Distinguished Fellow of the Council on Foreign Relations | Michael B.G. Froman VICE CHAIRMAN AND PRESIDENT, STRATEGIC GROWTH, MASTERCARD INCORPORATED Mr. Froman, 58, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his experience in international affairs in both the public and private sector, his background in finance and his experience in managing large and complex global businesses. As a result, he brings to our Board extensive knowledge of the international markets in which we participate, factors affecting international trade, finance, executive management, and balancing risks and opportunities in a dynamic marketplace, all of which support our strategic focus on innovation in changing markets and global growth. |

  149. Election of Directors

    | 2000–PRESENT: The Walt Disney Company Board of Directors 2011–2019: Apple Inc. Board of Directors | Robert A. Iger CHAIRMAN OF THE BOARD AND EXECUTIVE CHAIRMAN, THE WALT DISNEY COMPANY Mr. Iger, 69, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his position as Chairman of the Board and Executive Chairman of the Company and his long experience with the business of the Company. As Chairman and former Chief Executive Officer and as a result of the experience he gained in over 40 years at ABC and Disney, Mr. Iger has an intimate knowledge of all aspects of the Company’s business and close working relationships with all of the Company’s senior executives. The Company has agreed in Mr. Iger’s employment agreement to nominate him for reelection as a member of the Board and as Chairman 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. |

  150. Election of Directors

    | 2015–PRESENT: The Walt Disney Company Board of Directors 2019–PRESENT: Lead Independent Director, The Coca–Cola Company 2008–PRESENT: The Coca–Cola Company Board of Directors 2001–2016: Avon Products, Inc. Board of Directors 2007–2015: Trustee of the National Geographic Society 2003–2006: The Coca–Cola Company Board of Directors Member, Council on Foreign Relations Founder, Institute for the Fiduciary Standard | Maria Elena Lagomasino CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER, WE FAMILY OFFICES Ms. Lagomasino, 71, contributes to the mix of experience and qualifications the Board seeks to maintain primarily through her experience in leading a variety of firms in the wealth management industry and her experience on other public company boards. In leading firms in the wealth management industry, she has gained a deep understanding of finance, investment and capital markets and experience in leading complex organizations and in evaluating the strategies of businesses in a variety of industries with varying size and complexity. Her experience at JP Morgan Private Bank included management of that firm’s international operations and this experience contributes an understanding of conducting business internationally, particularly in Latin America. Through her service on other public company boards, she brings to our Board extensive experience with and a keen understanding of global brands as well as her ability to use her experience in providing insight and guidance in overseeing executive management, including executive compensation. |

  151. Election of Directors

    | 2016–PRESENT: The Walt Disney Company Board of Directors 2006–PRESENT: NIKE, Inc. Board of Directors | Mark G. Parker EXECUTIVE CHAIRMAN, NIKE, INC. Mr. Parker, 65, contributes to the mix of experience and qualifications the Board seeks to maintain through his experience in various positions at NIKE. Through this experience he has gained substantial insights in designing, producing and marketing consumer products and in managing major consumer brands sold throughout the world. At NIKE, Mr. Parker has also managed a complex, global organization and brings to the Board his knowledge and skills in financial and executive management, executive compensation and management leadership. |

  152. Election of Directors

    | 2019–PRESENT: The Walt Disney Company Board of Directors 2020-PRESENT: Bristol-Myers Squibb Company Board of Directors 2020-PRESENT: 2007–2018: Target Corporation Board of Directors | Derica W. Rice FORMER PRESIDENT, CVS CAREMARK AND FORMER EXECUTIVE VICE PRESIDENT, CVS HEALTH Mr. Rice, 55, contributes to the mix of experience and qualifications the Board seeks to maintain through his experience in various positions at CVS Health and Eli Lilly and his other public company board experience. Mr. Rice led the pharmacy benefits management business of CVS Health and had extensive experience in the business operations and financial function at Eli Lilly, including serving as Eli Lilly’s chief financial officer. As such, he brings practical knowledge of executive management of complex, worldwide businesses and extensive experience in a wide range of financial and accounting matters including management of worldwide financial operations, financial oversight, risk management and the alignment of financial and strategic initiatives. |

  153. Proposal — Non-Management Employees on Director Nominee Candidate Lists

    Proposal — Non-Management Employees on Director Nominee Candidate Lists James McRitchie has notified the Company that he intends to present the following proposal for consideration at the annual meeting.

  154. Increase Diversity of Director Nominees

    Increase Diversity of Director Nominees Resolved: Shareholders of Walt Disney Company (‘Disney’ or ‘Company’) urge the board to adopt a policy (‘Policy’) of promoting significant representation of employee perspectives among corporate decision makers by requiring the initial list of candidates from which new director nominees are chosen (‘Initial List’) by the Nominations and Governance Committee include (but need not be limited to) non-management employees. The Policy should provide that any third -party consultant asked to furnish an Initial List will be requested to include such candidates. Whereas: There is growing consensus that employees on corporate boards can contribute to long-term corporate sustainability. Policymakers note, having companies run exclusively to benefit shareholders contributes to “stagnant wages, runaway executive compensation and underinvestment in research and innovation.”2 The Business Roundtable asks corporations to align with stakeholder interests, including employees.3 Employee representation grows long-term value of companies in several ways. According to the National Bureau of Economic Research, giving workers formal control rights increases female board representation and raises capital formation.4 Employees are also often more diverse than boards in terms of race, gender, and wealth. The German “co -determination” model of shared governance is lauded as an excellent check against short-term capital allocation practices.5 The 2018 UK Corporate Governance Code calls on boards to establish a method for gathering workforce views. Options include a director appointed from the workforce, a formal workforce advisory panel or designating a director to liaise with workers.6 Senators Baldwin and Warren have introduced legislation codifying employee representation on corporate boards, noting that modern corporate governance needs to be accountable to a wider array of interests, notably employees.7 Polling demonstrates bipartisan public support (over 53%) for employee representation.8 Anticipated benefits include reduced turnover as employees are more empowered to make firm-specific investments, better informed decision-making because employees have specialized knowledge, better monitoring of management with increased information channels, and reduced shareholder myopia since employees often take a longer-term view.9 While our Board satisfies independence requirements, it lacks representation from non-management employees, who bring a different understanding of operations than other directors. Additionally, Disney’s CEO to median employee pay ratio is 911:1 and Disney has no employee stock ownership plan (ESOP) to help grow employee wealth and engagement.10 The Policy we propose resembles the Rooney Rule, which requires teams to interview minority candidates for head coaching and senior operations openings. By adopting the Rooney Rule, National Football League teams increased diversity and set a precedent for other industries. Policies similar to the Rooney Rule have been adopted by Amazon, Costco, Home Depot, Activision Blizzard, Dover, Expedia, Fastenal, Hilton Worldwide Holdings, L Bands, Robert Half International, Ross Stores and others.