DEF 14A of Walt Disney Co
Filed Jan 23, 2025 · FY20240001744489-25-000059
Table of Contents
| Other Compensation Information | 54 | | Compensation Committee Report | 56 | | Compensation Tables | 57 | | Pay Ratio | 74 | | Pay Versus Performance | 75 | | AUDIT-RELATED MATTERS | 79 | | Audit Committee Report | 79 | | Auditor Fees and Services | 80 | | Policy for Approval of Audit and Permitted Non-Audit Services | 80 | | ITEMS TO BE VOTED ON | 81 | | Proposal 1 - Election of Directors | 81 | | Proposal 2 - Ratification of Appointment of Independent Registered Public Accountants | 82 | | Proposal 3 - Advisory Vote on Executive Compensation | 83 | | Shareholder Proposals | 84 | | Other Matters | 90 | | INFORMATION ABOUT VOTING | 91 | | Shares Outstanding | 91 | | Attendance at the Meeting | 91 | | Voting | 92 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 94 | | OTHER INFORMATION | 95 | | Stock Ownership | 95 | | Delinquent Section 16(a) Reports | 96 | | Electronic Availability of Proxy Statement and Annual Report | 96 | | Mailings to Multiple Shareholders at the Same Address | 97 | | Proxy Solicitation Costs | 97 | | Shareholder Communications | 97 |
Proxy Summary
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Business Highlights and Performance
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
Director Nominees The Board of Directors of The Walt Disney Company (the ‘‘Board’’) has nominated a slate composed of ten talented Directors with skill sets, experiences and professional backgrounds representing a diversity of perspectives and characteristics that are particularly relevant to Disney’s business and strategic objectives, as reflected in their biographies in the section titled “Corporate Governance and Board Matters — The Board of Directors — Director Nominees.”
Director Nominees
| | | | | | BOARD STANDING COMMITTEES | | | | NAME | PRIMARY OCCUPATION | AGE | DIRECTOR SINCE | AUDIT | GOVERNANCE & NOMINATING | COMPENSATION | EXECUTIVE | | Mary T. Barra | Chair and Chief Executive Officer, General Motors Company | 63 | 2017 | | | l1 | | | Amy L. Chang | Former Executive Vice President, Cisco Systems, Inc. | 48 | 2021 | | l | | | | D. Jeremy Darroch | Former Executive Chairman and Group Chief Executive Officer, Sky | 62 | 2024 | l | | | | | Carolyn N. Everson | Former President, Instacart | 53 | 2022 | | | l | | | Michael B.G. Froman | President, Council on Foreign Relations | 62 | 2018 | | l | | | | James P. Gorman | Former Executive Chairman, Morgan Stanley | 66 | 2024 | | | | l | | Robert A. Iger | Chief Executive Officer, The Walt Disney Company | 73 | 20002 | | | | l | | Maria Elena Lagomasino | Chief Executive Officer and Managing Partner, WE Family Offices | 75 | 2015 | | l | l1 | | | Calvin R. McDonald | Chief Executive Officer, lululemon athletica inc. | 53 | 2021 | l | | | | | Derica W. Rice | Former Executive Vice President, CVS Health Corporation | 59 | 2019 | l | | | |
Director Nominees
l Chair l Member 1Following the Annual Meeting, Ms. Barra is anticipated to replace Ms. Lagomasino as the Chair of the Compensation Committee. Ms. Lagomasino will remain as a member of the Compensation Committee. 2Departed Board in 2021 and rejoined in 2022.
Director Nominees
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 3 |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Board Refreshment
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Board Oversight
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Board Oversight
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Commitment to Investor Engagement and Overview of Responsive Actions
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Commitment to Investor Engagement and Overview of Responsive Actions
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Commitment to Investor Engagement and Overview of Responsive Actions
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Corporate Governance and Board Matters
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Skills and Experience Matrix
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Skills and Experience Matrix
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
Director Nominees
Director Nominees
| MARY T. BARRA DIRECTOR SINCE 2017 _______________ CHAIR AND CHIEF EXECUTIVE OFFICER: GENERAL MOTORS COMPANY _______________ AGE: 63 _______________ COMMITTEES: Compensation (Anticipated Chair following the Annual Meeting) | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Ms. Barra has deep experience in strategy, innovation and brand evolution through her role in leading General Motors’ transformation and prioritizing strategic investments in connectivity and electrified propulsion technologies, which provides an important perspective on the Board as the Company navigates its own strategic progression, embraces technological change and navigates shifts in consumer sentiment •As Chief Executive Officer of General Motors, she provides invaluable insights on large-scale cost rationalization, organizational restructuring, brand leadership, and CEO and management succession planning •She brings meaningful experience in human capital management and executive compensation-related matters in her role on the Board’s Compensation Committee, where she focuses on aligning incentive structures that create shareholder value and execute the Company’s long-term strategic priorities | | | Other Key Skill Sets •Overseeing and managing diverse and inclusive executive teams and a sizeable global workforce, with an emphasis on development and marketing of technology-based consumer-facing products through her various executive roles at General Motors •Governance and public policy thought leadership, understanding of worldwide consumer markets and risks facing large public companies with complex retail operations through her previous role as chair of the Business Roundtable | | | Employment Experience 2016–Present Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company) 2014–2016 Chief Executive Officer, General Motors Company 2013–2014 Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company 2011–2013 Senior Vice President, Global Product Development, General Motors Company 2009–2011 Vice President, Global Human Resources, General Motors Company 2008–2009 Vice President, Global Manufacturing Engineering, General Motors Company Other Public Company Directorships General Motors Company (2014–Present) |
Director Nominees
| 14 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| AMY L. CHANG DIRECTOR SINCE 2021 _______________ FORMER EXECUTIVE VICE PRESIDENT: CISCO SYSTEMS, INC. _______________ AGE: 48 _______________ COMMITTEES: Governance and Nominating | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Ms. Chang has developed expertise across the technology sector from her time as an Executive Vice President at Cisco Systems, Inc., leading product development for Google Ads Measurement and Reporting and a founder of a digital startup •She provides a unique viewpoint of emerging technology trends and their implications for consumer and retail businesses and the implementation of innovative technological business strategies that are particularly important as the Company evaluates the impact of, and opportunities presented by, new technologies in content production, our DTC businesses and our parks •Ms. Chang also provides valuable perspective on talent attraction and retention for key technical roles that are vital to Disney’s content creation and digitally driven teams and an understanding of large-scale cost rationalization and analysis of organizational structure from her tenure as a public company director and an executive at Google and Cisco | | | Other Key Skill Sets •Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity and artificial intelligence, gained through her tenure at Cisco and Accompany •Deep understanding of strategic planning, corporate governance, social initiatives and executive management succession planning gained through public company board leadership | | | Employment Experience 2018–2020 Executive Vice President and General Manager, Collaboration, Cisco Systems, Inc. (a networking hardware company) 2013–2018 Founder and Chief Executive Officer, Accompany, Inc. (an artificial intelligence/machine learning-based relationship intelligence platform company) 2005–2012 Global Head of Product, Google Ads Measurement; various additional positions, Google LLC (a technology company) Other Public Company Directorships Procter & Gamble (2017–Present) Former Public Company Directorships Marqeta, Inc. (2021–2022) Cisco Systems, Inc. (2016–2018) |
Director Nominees
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 15 |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| D. JEREMY DARROCH DIRECTOR SINCE 2024 _______________ FORMER EXECUTIVE CHAIRMAN AND GROUP CHIEF EXECUTIVE OFFICER: SKY _______________ AGE: 62 _______________ COMMITTEES: Audit | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As Group Chief Executive Officer of Sky, Mr. Darroch led the company’s tremendous growth and transformation from a linear satellite broadcaster into one of Europe’s largest multi-platform TV providers, providing valuable insights to the Board and management in navigating its strategic expansion of DTC offerings and changing media and entertainment landscapes •Mr. Darroch’s experience leading Sky’s executive teams and creative content investments and advising MultiChoice Group as senior advisor, provide key perspectives for the Company regarding its content creation, management of creative talent and brand evolution •As former Chief Financial Officer of Sky, Mr. Darroch’s financial executive experience and extensive finance, accounting and risk management expertise strengthen his role on the Audit Committee | | | Other Key Skill Sets •Deep knowledge of management succession planning, global brands and risk management •Strong experience in governance and sustainability and social impact thought leadership through his experience leading Sky’s corporate responsibility programs and as Chairman of the National Oceanography Centre | | | Employment Experience 2021 Executive Chairman, Sky (a media and entertainment company and a division of Comcast Corporation) 2018–2021 Group Chief Executive Officer, Sky 2007–2018 Chief Executive Officer, Sky PLC 2004–2007 Chief Financial Officer, Sky PLC Other Public Company Directorships Reckitt Benckiser Group PLC (2022–Present) Former Public Company Directorships Ahren Acquisition Corp. (2021–2023) Burberry Group plc (2014–2019) Sky PLC (2004–2018) |
Director Nominees
| 16 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| CAROLYN N. EVERSON DIRECTOR SINCE 2022 _______________ FORMER PRESIDENT: INSTACART _______________ AGE: 53 _______________ COMMITTEES: Compensation | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •From her experience leading marketing solutions and global sales teams at Instacart, Meta Platforms, Inc. and Microsoft Corporation and as a former board member of Creative Artists Agency, Ms. Everson offers strong insight to the Board and leadership team on navigating evolving media landscapes and advertising environments as well as branded, consumer-facing technology and its intersection with marketing, which has been critical to the Board's oversight of the Company’s operations and strategy •As a senior advisor for Permira, a private equity firm focused on technology and consumer brands, and a senior advisor for Boston Consulting Group in the Technology, Media & Telecom and Marketing, Sales & Pricing practice areas, Ms. Everson brings experience evaluating internet and digital media businesses from an investor perspective •Ms. Everson further expands the Board’s collective skill sets and enhances its strategic oversight through her experience in the advertising technology space and understanding of large-scale cost rationalization and effective organizational structure | | | Other Key Skill Sets •Understanding of business development and executive management processes gained through leadership of strategy teams at global technology companies •Risk management, corporate governance and artificial intelligence oversight through her expansive board experience | | | Employment Experience 2021 President, Instacart (a grocery retail company) 2011–2021 Vice President, Global Marketing Solutions, Meta Platforms, Inc. (a technology company) 2010–2011 Corporate Vice President, Global Advertising Sales, Strategy & Marketing, Microsoft Corporation (a technology corporation) 2004–2010 Various positions (most recently Chief Operating Officer and Executive Vice President, Advertising Sales), MTV Networks Company (a media entertainment company) 2000–2003 Various positions (including Vice President, Classifieds and Direct Response Advertising, and Vice President and General Manager, PriMedia Teen Digital Group), PriMedia, Inc. (an advertising company) Other Public Company Directorships Under Armour, Inc. (2023–Present) The Coca Cola Company (2022–Present) Former Public Company Directorships Hertz Global Holdings, Inc. (2016–2018) |
Director Nominees
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 17 |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| MICHAEL B.G. FROMAN DIRECTOR SINCE 2018 _______________ PRESIDENT: COUNCIL ON FOREIGN RELATIONS _______________ AGE: 62 _______________ COMMITTEES: Governance and Nominating (Chair) | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. Froman brings a deep, unique global perspective that is important to the Board given the nuances of the international business operations in which the Company operates and our strategic focus on innovation in changing markets and the global growth of our customer base •He delivers strategic insight to the Board and leadership team on complex international affairs, foreign relations and complex geopolitical issues gained from his experience as President of the Council on Foreign Relations, the Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative, all of which are important to the Company, particularly given its positioning and international growth opportunities •His roles as President of the Council on Foreign Relations and as former Vice Chairman and President, Strategic Growth, of Mastercard Incorporated, overseeing strategic growth and leveraging technology to expand digital inclusion at Mastercard enable him to offer guidance to the Company on leveraging innovative technological strategies in international markets, factors affecting international trade and the balance of risks and opportunities in a dynamic marketplace •Mr. Froman applies a differentiated lens to corporate governance and risk management discussions, including through his deep experience in the complex digital governance and cyber issues facing global companies, including international regulation of digital platforms, cross border data flows and data usage, as well as concerns about privacy protection and cybersecurity | | | Other Key Skill Sets •International trade, finance, executive and brand management and risk management gained through executive leadership roles •Meaningful experience with alternative investments business and environmental and social policy implementation | | | Employment Experience 2023–Present President, Council on Foreign Relations (an independent, non-partisan membership organization, think tank, publisher and educational institution that serves as a resource on foreign policy, national security issues and international economic affairs) 2018–2023 Vice Chairman and President, Strategic Growth, Mastercard Incorporated (a financial services company) 2013–2017 United States Trade Representative, Executive Office of the President 2009–2013 Assistant to the President and Deputy National Security Advisor for International Economic Policy, Executive Office of the President 1999–2009 Various positions (including Chief Executive Officer of CitiInsurance and Chief Operating Officer of alternative investments business), Citigroup (a financial services company) |
Director Nominees
| 18 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| JAMES P. GORMAN DIRECTOR SINCE 2024 _______________ FORMER EXECUTIVE CHAIRMAN: MORGAN STANLEY _______________ AGE: 66 _______________ COMMITTEES: Executive (Chair) | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As former Executive Chairman and Chief Executive Officer of Morgan Stanley, Mr. Gorman has an established record driving strategic transformation of a global financial institution with a long-term sustainable business model, bringing important insight for the Company’s strategic progression •Mr. Gorman successfully executed innovative technological strategies leading Morgan Stanley’s acquisition and integration of online trading platform, E*Trade, providing key perspectives as the Company leverages technology to advance its strategy •Oversaw a multi-year CEO succession process and director succession planning •Through his roles at Morgan Stanley and Merrill Lynch and as former president of the Federal Advisory Council to the U.S. Federal Reserve Board, Mr. Gorman has deep finance management, investment and fiduciary experience evaluating businesses | | | Other Key Skill Sets •Managing diverse and inclusive executive teams and a sizeable global workforce •Brand and risk management and governance and public policy thought leadership developed through his roles at The Business Council, Business Roundtable and the Council on Foreign Relations | | | Employment Experience 2024 Executive Chairman, Morgan Stanley (a global financial services firm) 2012–2023 Chairman and Chief Executive Officer, Morgan Stanley 2010–2011 President and Chief Executive Officer, Morgan Stanley 2007–2009 Co-President, Morgan Stanley 2006–2007 Various positions, Morgan Stanley 1999–2005 Various positions, Merrill Lynch & Co., Inc. (a global financial services firm) Former Public Company Directorships Morgan Stanley (2010–2024) |
Director Nominees
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 19 |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| ROBERT A. IGER DIRECTOR SINCE 2022; 2000-2021 _______________ CHIEF EXECUTIVE OFFICER: THE WALT DISNEY COMPANY _______________ AGE: 73 _______________ COMMITTEES: Executive | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Gained through his experience serving as Chief Executive Officer of Disney for 17 years and former Executive Chairman, Mr. Iger has an unmatched knowledge of the Company and the creative content it produces, and an in-depth understanding of fostering innovation through technology and connecting to audiences in our markets around the world •Throughout Mr. Iger’s tenure at Disney, he successfully expanded the Company’s geographic presence, identified new revenue streams and initiated the Company’s DTC efforts, expanding the scale and global reach of Disney’s storytelling and streaming services •Mr. Iger has also furthered Disney’s rich history of storytelling through the successful landmark acquisitions and integration of Pixar, Marvel, Lucasfilm and 21st Century Fox •His detailed understanding of all facets of the Company, and prior experience leading Disney through various market conditions and implementing successful strategic shifts throughout his career have uniquely positioned Mr. Iger to serve as Chief Executive Officer of Disney and a member of the Board of Directors at this time | | | Other Key Skill Sets •Knowledge of finance and accounting and operational expertise gained through experience in Chief Executive Officer and other leadership positions •Deep understanding of risk management and corporate governance and social initiatives gained through his public company board experience The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected. | | | Employment Experience 2022–Present Chief Executive Officer, The Walt Disney Company 2020–2021 Chairman of the Board and Executive Chairman, The Walt Disney Company 2012–2020 Chairman and Chief Executive Officer, The Walt Disney Company 2005–2012 President and Chief Executive Officer, The Walt Disney Company 2000–2005 President and Chief Operating Officer, The Walt Disney Company 1999–2000 Chairman, ABC Group; President, Walt Disney International 1994–1999 President and Chief Operating Officer, ABC, Inc. (a broadcasting company) Former Public Company Directorships The Walt Disney Company (2000–2021) Apple Inc. (2011–2019) |
Director Nominees
| 20 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| MARIA ELENA LAGOMASINO DIRECTOR SINCE 2015 _______________ CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER: WE FAMILY OFFICES _______________ AGE: 75 _______________ COMMITTEES: Compensation (Current Chair and Continuing Member following the Annual Meeting), Governance and Nominating | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As a founder of the Institute for the Fiduciary Standard and advisory board member of the Millstein Center for Global Markets and Corporate Ownership, Ms. Lagomasino is an expert in the field of governance and social thought leadership •As an executive leader in private banking industries and as a member of the Council on Foreign Relations, she has deep wealth management, investment and fiduciary expertise and extensive experience in leading complex organizations and evaluating businesses from an investor perspective in a variety of industries with varying size and complexities •She brings meaningful experience in executive compensation-related matters from her role as Chair of the Company’s Compensation Committee, where she focuses on overseeing the alignment of incentive structures with shareholder value creation and execution of long-term strategic priorities •As a long-time active participant in the Company’s shareholder engagement efforts, she represents the shareholder perspective in both committee and Board meetings, relaying the feedback received during these constructive conversations for discussion and evaluation | | | Other Key Skill Sets •Extensive experience across domestic and international finance, investment and capital markets through her roles at WE Family Offices and JP Morgan •Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards | | | Employment Experience 2013–Present Chief Executive Officer and Managing Partner, WE Family Offices (a wealth management company and registered investment advisor) 2005–2012 Chief Executive Officer, GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. (a bank holding company) 2001–2005 Chairman and Chief Executive Officer, JP Morgan Private Bank, a division of JP Morgan Chase & Co. (an investment banking company) 1983–2001 Various positions (most recently Managing Director, Global Private Banking Group), The Chase Manhattan Bank (a consumer banking company) Other Public Company Directorships The Coca-Cola Company (2008–Present) |
Director Nominees
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 21 |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| CALVIN R. MCDONALD DIRECTOR SINCE 2021 _______________ CHIEF EXECUTIVE OFFICER: LULULEMON ATHLETICA INC. _______________ AGE: 53 _______________ COMMITTEES: Audit | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. McDonald has over 27 years of retail and brand-building experience, bringing powerful insight to the Board on integrating customer experience across multiple channels •As Chief Executive Officer of lululemon athletica, he has led the company in innovating integrated guest experiences and offers valuable perspective on the growth, development and guest innovation of an international consumer business that is particularly relevant to Disney’s leadership team •Mr. McDonald is responsible for the growth, development and consumer product operations of lululemon athletica, including overseeing the company’s incorporation and expansion of a DTC offering and creative product design, providing him a fundamental understanding of consumer strategies that support and accelerate customer engagement | | | Other Key Skill Sets •Deep understanding of management, leadership and executive management from his experience at lululemon athletica •Extensive experience in CEO and management succession planning as CEO of lululemon athletica, Sephora Americas and Sears Canada •Strong knowledge of finance and accounting, risk management and corporate governance and social initiatives gained through his role as a public company chief executive officer | | | Employment Experience 2018–Present Chief Executive Officer, lululemon athletica inc. (an athletic apparel company) 2013–2018 President and Chief Executive Officer, Sephora Americas, a division of the LVMH group of luxury brands (a cosmetics company) 2011–2013 President and Chief Executive Officer, Sears Canada (a department store company) Other Public Company Directorships lululemon athletica inc. (2018–Present) Former Public Company Directorships Sephora Americas (2013–2018) |
Director Nominees
| 22 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| DERICA W. RICE DIRECTOR SINCE 2019 _______________ FORMER EXECUTIVE VICE PRESIDENT: CVS HEALTH CORPORATION _______________ AGE: 59 _______________ COMMITTEES: Audit (Chair) | | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. Rice offers extensive experience on the alignment of financial and strategic objectives and an understanding of cost discipline and effective organizational structure, a primary focus of the Company’s Board and management team particularly throughout Disney’s strategic evolution, through his experience in key financial and operational roles at global companies, including as Chief Financial Officer of Eli Lilly for more than a decade •His strong knowledge of large brand-focused organizations gained through experience leading the pharmacy benefits management business of CVS Health and as Chief Financial Officer of Eli Lilly has been a valuable addition to the Board •Mr. Rice provides expertise in financial oversight and accounting through his financial executive experience, as well as risk oversight, including cybersecurity and information security risks, through his experience on the audit committee of the boards of public companies, enhancing Disney’s Audit Committee oversight of risks that may arise out of financial planning and reporting, internal controls and information technology | | | Other Key Skill Sets •Strong understanding of broader risk management oversight and complex, global business operations through senior operation roles at CVS and Eli Lilly •Deep understanding of strategic planning, corporate governance and social initiatives through service on other public company boards | | | Employment Experience 2018–2020 Executive Vice President, CVS Health Corporation (a pharmacy company) 2018–2020 President, CVS Caremark, the pharmacy benefits management business of CVS Health Corporation 2006–2017 Chief Financial Officer and Executive Vice President of Global Services, Eli Lilly and Company (a pharmaceutical company) 2003–2006 Vice President and Controller, Eli Lilly and Company 1990–2005 Various Executive Positions, Eli Lilly and Company Other Public Company Directorships The Carlyle Group Inc. (2021–Present) Bristol-Myers Squibb Company (2020–Present) Target Corporation (2007–2018); (2020–Present) |
Director Nominees
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 23 |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
Board Leadership The Company’s Corporate Governance Guidelines provide that the Chairman of the Board shall in the normal course be an independent Director unless the Board concludes that, in light of the circumstances, the best interests of shareholders would be otherwise better served. In such event, the Company’s Corporate Governance Guidelines require that the Company explain the Board’s decision, designate an independent Director to serve as Lead Director and set out the duties of the Lead Director. The current Chairman of the Board is James Gorman, who was appointed effective January 2025. Mr. Gorman is an independent Director. In determining to appoint Mr. Gorman as Chairman, the Board considered Mr. Gorman’s long-term strategic mentality; strong record in high-stakes succession planning, driving strategic transformation and delivering shareholder value; experience serving as executive chairman, chairman, chief executive officer and president of a global financial institution with a long-term sustainable business model; and leadership in the boardroom. Director Independence The provisions of the Company’s Corporate Governance Guidelines regarding Director independence meet the listing standards of the New York Stock Exchange. The Corporate Governance Guidelines are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary. Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of Director independence in December 2024 and affirmatively determined that all of the Directors serving in fiscal 2024 or nominated for election at the Annual Meeting are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines, with the exception of Mr. Iger, who is not considered independent because of his employment as a senior executive of the Company. In making its independence determinations, the Board considered ordinary course transactions involving the sale of products and services and commercial arrangements between the Company on the one hand, and on the other, companies or organizations at which a Director or a Director’s immediate family member is an executive officer, general partner or significant equity holder.
Director Nominees
| 24 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
Committees The Board has four standing committees: Audit; Governance and Nominating; Compensation; and Executive.
Director Nominees
| AUDIT COMMITTEE _______________ NUMBER OF MEETINGS IN FISCAL 2024: 7 _______________ COMMITTEE MEMBERS: Derica W. Rice (Chair) D. Jeremy Darroch Calvin R. McDonald | The Committee is responsible for, among other things: •Overseeing the Company’s financial statements, internal controls, compliance with legal and regulatory requirements, internal audit function and relationship with its independent auditor •Overseeing cybersecurity and data security risks and mitigation strategies •Reviewing the Company’s policies and practices with respect to risk assessment and risk management For more information on the functions of the Committee, see the section titled “Audit-Related Matters — Audit Committee Report.” All of the members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Board has determined that all members of the Committee — Mr. Darroch, Mr. McDonald and Mr. Rice — are qualified as audit committee financial experts within the meaning of SEC regulations and that they have accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange. The Board has determined that Mr. Rice’s simultaneous service on the audit committees of more than three public companies will not impair his ability to effectively serve on the Committee. |
Director Nominees
| GOVERNANCE AND NOMINATING COMMITTEE _______________ NUMBER OF MEETINGS IN FISCAL 2024: 5 _______________ COMMITTEE MEMBERS: Michael B.G. Froman (Chair) Amy L. Chang Maria Elena Lagomasino | The Committee is responsible for, among other things: •Developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Company’s Corporate Governance Guidelines •Assisting the Board in developing criteria for open Board positions, reviewing background information on potential candidates and making recommendations to the Board regarding such candidates •Reviewing and approving transactions between the Company and Directors, executive officers, 5% or greater shareholders and their respective affiliates under the Company’s Related Person Transaction Approval Policy •Supervising the Board’s annual review of Director independence and the Board’s annual self-evaluation •Making recommendations to the Board with respect to compensation of non-executive members of the Board and committee assignments •Reviewing the Company’s political contributions, activity and policy, as well as the procedures and controls related to political contributions •Overseeing environmental, social and governance reporting, including with respect to environmental and sustainability policies and initiatives, lobbying and political strategy and human rights policies All of the members of the Committee are independent within the meaning of the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. |
Director Nominees
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 25 |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
| COMPENSATION COMMITTEE _______________ NUMBER OF MEETINGS IN FISCAL 2024: 8 _______________ COMMITTEE MEMBERS: Maria Elena Lagomasino (Current Chair and Continuing Member following the Annual Meeting) Mary T. Barra (Anticipated Chair following the Annual Meeting) Carolyn N. Everson | The Committee is responsible for, among other things: •Overseeing the discharge of the responsibilities of the Board relating to the evaluation and compensation of the Company’s Chief Executive Officer and certain other executive officers, under applicable rules and regulations and as otherwise delegated to the Committee by the Board from time to time •Overseeing the Company’s strategies and programs related to senior leadership succession planning and talent development (other than those specifically delegated to the Succession Planning Committee) •Overseeing workforce equity matters •Overseeing risks associated with the Company’s compensation policies and practices The Committee has authority to delegate specific tasks to a standing or ad hoc subcommittee if it contains at least the minimum number of Directors necessary to meet any regulatory requirements. Additional information on the roles and responsibilities of the Committee is provided under the section titled “Executive Compensation — Compensation Discussion and Analysis.” All of the members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Following the Annual Meeting, Ms. Barra is anticipated to replace Ms. Lagomasino as the Chair of the Committee. Ms. Lagomasino will remain as a member of the Committee. |
Director Nominees
| EXECUTIVE COMMITTEE _______________ NUMBER OF MEETINGS IN FISCAL 2024: 0 _______________ COMMITTEE MEMBERS: James P. Gorman (Chair) Robert A. Iger | The Committee serves primarily as a means for taking action requiring Board approval between regularly scheduled meetings of the Board. The Committee is authorized to act for the full Board on matters other than those specifically reserved by Delaware law to the Board. In practice, the Committee rarely takes action and did not meet or take action in fiscal 2024. |
Director Nominees
| 26 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
The Board’s Role in Risk Oversight As noted in the Company’s Corporate Governance Guidelines, the Board, acting directly or through committees, is responsible for “assessing major risk factors relating to the Company and its performance” and “reviewing measures to address and mitigate such risks.” In discharging this responsibility, the Board, either directly or through committees, assesses both (a) risks that relate to the key economic and market assumptions that inform the Company’s business plans (including significant transactions) and growth strategies and (b) significant operational risks related to the conduct of the Company’s day-to-day operations including risks across a range of timeframes. The Company and the Board consult with relevant external advisors as appropriate. Risks relating to the market and economic assumptions that inform the Company’s business plans and growth strategies are specifically addressed with respect to each segment in connection with the Board’s review of the Company’s long-range plan. The Board also has the opportunity to address such risks with management at each Board meeting in connection with its regular review of significant and emerging risks, including business and financial developments. The Board reviews risks arising out of specific significant transactions when these transactions are presented to the Board for review or approval. The Company also incorporates ongoing education regarding the Company’s businesses and Directors’ duties in the Board and committee meetings. Significant operational risks that relate to ongoing business operations are discussed in regularly scheduled reports to either the full Board or one of its committees. The Audit Committee oversees general and compliance risks. The Board acting through the Audit Committee reviews as appropriate whether these reports cover the significant risks that the Company may then be facing. Each of the Board’s standing committees addresses risks that fall within the committee’s areas of responsibility:
Director Nominees
| AUDIT COMMITTEE | The Audit Committee addresses general risks and annually reviews the Company’s policies and practices with respect to risk assessment and risk management with the Chief Legal and Compliance Officer. In addition, the Audit Committee addresses risks arising out of financial planning and reporting; internal controls; and information technology, including cybersecurity and data security. The Audit Committee reserves time at each meeting for private sessions with the Chief Financial Officer, Chief Legal and Compliance Officer, head of the internal audit department and outside auditors. |
Director Nominees
| GOVERNANCE AND NOMINATING COMMITTEE | The Governance and Nominating Committee addresses risks arising out of corporate governance; Director compensation; investor engagement; and environmental, social and governance programs and reporting, including with respect to environmental and sustainability policies and initiatives regarding climate change risks. In addition, the Governance and Nominating Committee oversees the Company’s human rights policies and lobbying and political strategy, including political contributions. The Governance and Nominating Committee annually reviews domestic political contribution activity, as well as the procedures and controls related to political contributions. |
Director Nominees
| COMPENSATION COMMITTEE | The Compensation Committee addresses risks arising out of the Company’s executive compensation policies and practices, as described in more detail in the section titled “Executive Compensation — Other Compensation Information — Risk Management Considerations;” the Company’s strategies and programs related to senior leadership succession planning and talent development (other than those specifically delegated to the Succession Planning Committee); and workforce equity. |
Director Nominees
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 27 |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
The risks periodically reviewed by committees are also reviewed by the entire Board when a committee or the Board determines this is appropriate. The Audit Committee oversees information technology risks, including cybersecurity and data security risks and mitigation strategies. Day-to-day management of data security is currently the responsibility of our Senior Vice President, Chief Information Security Officer, who reports into our Chief Financial Officer. The Audit Committee at least annually receives reports from the Chief Information Security Officer concerning cybersecurity and data security risks, including ongoing efforts to prevent, detect, monitor, remediate and manage such cybersecurity threats, the threat environment, incident updates and emerging cybersecurity practices and technologies. The Chief Information Security Officer reviewed cybersecurity and data security risks with the Audit Committee 3 times in fiscal 2024. Day-to-day management of our data privacy policies is currently overseen by our General Counsel – International and Executive Vice President, Global Public Policy & Privacy, who reports directly to our Chief Legal and Compliance Officer. The Governance and Nominating Committee oversees the Company’s human rights policies and receives an annual report on human rights-related risks, which has included risks associated with artificial intelligence. The full Board also reviews reports regarding certain potential uses of generative artificial intelligence and the development of generative artificial intelligence governance principles. The independent Chairman promotes effective communication and consideration of matters presenting significant risks to the Company through the Chairman’s role in developing the Board’s meeting agendas, advising committee chairs, chairing meetings of the Board and facilitating communications between independent Directors and the Chief Executive Officer. Management Succession Planning Management succession planning remains a top priority for the Board, as evidenced by the progress of its special Succession Planning Committee. While moving with urgency as Mr. Iger’s contract will end in 2026, the Board is committed to not only finding the right leader, but also focused on achieving a successful long-term outcome for the Company and its shareholders and positioning the new CEO for long-term success at the Company by, among other things, surrounding the new CEO with a team of senior executives who can work together to lead the Company into the future. In 2024, the Succession Planning Committee detailed its updated progress in a letter to shareholders and the Board provided multiple announcements on the management succession process, including the appointment of Mr. Gorman as Chair of the Succession Planning Committee and updated timing regarding the announcement of a new CEO. Mr. Gorman, Ms. Barra, Mr. Darroch and Mr. McDonald serve as members of the Succession Planning Committee.
Director Nominees
| James P. Gorman Appointed Chair of Succession Planning Committee Mr. Gorman has recently led the CEO succession process at a preeminent global financial institution, which experience he brings to this committee. | 100% of Members Have Direct CEO Succession Experience All members of the Succession Planning Committee have direct experience in CEO and senior leadership succession planning, including for Fortune 500 companies. In fiscal 2025, the Board appointed Mr. Darroch to the Succession Planning Committee. | Expected Announcement of New CEO Appointment of new CEO expected to be announced in early 2026. |
Director Nominees
| 28 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
The Succession Planning Committee’s duties, all of which it executed against during fiscal 2024, include: •development of a timeline for the CEO search process; •identifying relevant and desired CEO skill sets; •review of internal and external candidates; •interview of candidates; and •meeting with, directing and receiving reports from advisors, including a national search firm, regarding CEO candidates. Each internal candidate is going through a rigorous preparation process, including mentorship from Mr. Iger and external coaching, engagement with all Directors and comprehensive reviews of each candidate. The Succession Planning Committee met 7 times during fiscal 2024 and will continue to meet regularly until the succession process is completed. The Succession Planning Committee reports to the full Board at every regularly scheduled Board meeting and the full Board continues to engage in succession planning and has sole discretion to make determinations regarding CEO succession. The Board reserves time at every regularly scheduled Board meeting to meet in executive session without the CEO present during which it discusses CEO and management succession, as appropriate. The Board also discusses management succession with the CEO present at least once each year and more often as circumstances warrant, as was the case during fiscal 2024. In the course of these discussions, the Board evaluates potential candidates and discusses development plans for potential candidates. In November 2023, the Board delegated to the Compensation Committee oversight of the Company’s strategies and programs related to senior leadership succession planning and talent development, other than those specifically delegated to the Succession Planning Committee, in order to strengthen such Board oversight and enhance accountability. In December 2023, Hugh Johnston was appointed as Senior Executive Vice President and Chief Financial Officer. Director Selection Process and Board Evaluation Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions. Applying these criteria, the Committee considers candidates for Board membership suggested by Committee members, other Board members, management and shareholders. The Committee retains third-party executive search firms to identify and review candidates and generate candidate pools consistent with the criteria below, upon request of the Committee from time to time. Once the Committee has identified a prospective nominee — including prospective nominees recommended by shareholders — it determines whether to conduct a full evaluation. The Committee may request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings. The Committee then evaluates the prospective nominee against the specific criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including but not limited to: •the ability of the prospective nominee to represent the interests of the shareholders of the Company; •the ability of the prospective nominee to dedicate sufficient time, energy and attention to ensure the diligent performance of the prospective nominee’s duties, including by attending shareholder meetings and meetings of the Board and committees of the Board of which such prospective nominee would be a member, and by reviewing in advance all meeting materials; •the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and •the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders, employees, customers, guests and the communities in which it operates. After completing this evaluation and any interviews, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new Director after considering the Committee’s report.
Director Nominees
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 29 |
Director Nominees
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Nominees
In selecting Director nominees, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. For more information on the key skills and experiences that the Board considers important in selecting Director nominees, see the section above titled “— The Board of Directors.” The current nominees’ qualifications set forth in their individual biographies under the section above titled “— The Board of Directors — Director Nominees” sets out how each of the current nominees contributes to the mix of experience and qualifications the Board seeks. The Board also considers the tenure policy under the Corporate Governance Guidelines, pursuant to which the Board will not nominate for re-election any non-management Director that completed fifteen years of service as a member of the Board on or prior to the date of election or that turned 75 years of age or older in the calendar year preceding the related annual meeting, in each case, unless the Board concludes that such Director’s continuing service would better serve the best interests of the shareholders. Considering multiple recent transitions in Board composition and the value of retaining Directors with deep insights into the Company, the Board determined that it would be in the best interests of its shareholders to ask Ms. Lagomasino to stand for re-election at the Annual Meeting, although she has attained the age of 75. The Board believes that Ms. Lagomasino’s continued service on the Board will provide institutional knowledge, leadership and continuity, which will be valuable as the Company navigates recent turnover in Board leadership and prepares for the Company’s anticipated CEO transition. From her experience as a long-time active participant in the Company’s shareholder engagement, an executive leader in private banking industries and founder of the Institute for the Fiduciary Standard, Ms. Lagomasino brings a unique long-term shareholder perspective to inform the Board’s ongoing accountability and responsiveness to shareholders. During her tenure as the Chair of the Compensation Committee, she spearheaded efforts to incorporate shareholder feedback into compensation strategy and planning. In addition, Ms. Lagomasino has a significant leadership role on the Board. In addition, the Board seeks candidates whose service on other boards will not adversely affect their ability to dedicate the requisite time to service on the Board. The Board believes that Directors who are executive officers of public companies should not serve on more than two public company boards (including the Board of the Company) at a time, and that other Directors should not serve on more than four public company boards (including the Board of the Company). The Board annually reviews the public company board service of each Director. A shareholder who wishes to recommend a prospective nominee for the Board should notify the Company’s Secretary or any member of the Governance and Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Company’s Bylaws relating to shareholder nominations as described in the section titled “Other Information — Shareholder Communications.” The Committee regularly assesses the composition of the Board and considers the extent to which the Board continues to reflect the criteria set forth above. The Committee identifies any gaps in skill sets to inform the search process. Based on such assessment, the Committee will recommend to the Board the nomination for election or re-election of existing Directors at the annual shareholders meeting. The Board will review the Committee’s recommendation and evaluate which candidates to nominate for election or re-election. The Board conducts a self-evaluation annually and reviews its composition and leadership based upon participation by all Directors in an evaluation that seeks to identify specific areas, if any, in need of improvement or strengthening. The self-evaluation culminates in a discussion by the full Board of the results and any actions to be taken. The Board recognizes that a comprehensive evaluation process is a component of good corporate governance and Board effectiveness. The Governance and Nominating Committee supervises the Board’s annual self-evaluation process and periodically reviews the format of the evaluation process. The Governance and Nominating Committee periodically uses a third-party facilitator in connection with the annual Board evaluation process in order to solicit actionable feedback on the Board, committees and Director effectiveness and performance.
Director Nominees
| 30 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Compensation
Director Compensation Elements of Director Compensation The elements of annual Director compensation for fiscal 2024 were as follows:
Director Compensation
| Annual Board retainer | $115,000 | | Annual committee retainer (except Executive Committee)1 | $10,000 | | Annual Governance and Nominating Committee chair retainer2 | $20,000 | | Annual Compensation Committee chair retainer2 | $25,000 | | Annual Audit Committee chair retainer2 | $27,500 | | Annual deferred stock unit grant | $240,000 | | Annual retainer for independent Chairman3 | $145,000 |
Director Compensation
1Per committee. 2This is in addition to the annual committee retainer the Director receives for serving on the committee. 3This is in addition to the annual Board retainer, annual committee retainer and annual deferred stock unit grant and at least 50% must be paid in stock. To encourage Directors to experience the Company’s products, services and entertainment offerings personally, each non-employee Director may receive Company products, services and entertainment offerings up to a maximum of $15,000 in fair market value per calendar year plus reimbursement of associated tax liabilities. Each first-year non-employee Director with a start date that occurs from January 1 through July 31 may receive Company products, services and offerings up to a maximum of $25,000 in the single calendar year in which their start date occurred. Each first-year non-employee Director with a start date that occurs from August 1 through December 31 may receive Company products, services and offerings (i) up to a maximum of $15,000, prorated to reflect the number of months remaining after their start date, in the calendar year in which their start date occurred and (ii) up to a maximum of $25,000 in the calendar year following the year in which their start date occurred. Directors’ parents, spouses, children and grandchildren may also participate in this benefit within each Director’s limit. Family members of Directors may accompany Directors traveling on Company aircraft for business purposes on a space-available basis. Directors participate in the Company’s employee matching gifts program. Under this program, the Company matches contributions of up to $20,000 per calendar year per Director to charitable institutions meeting the Company’s criteria. Directors who are also employees of the Company receive no additional compensation for service as a Director. Under the Company’s Corporate Governance Guidelines, non-employee Director compensation is determined annually by the Board acting on the recommendation of the Governance and Nominating Committee. In formulating its recommendation, the Governance and Nominating Committee receives input from the third-party compensation consultant retained by the Compensation Committee regarding market practices for Director compensation.
Director Compensation
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 31 |
Director Compensation
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Compensation
Director Compensation for Fiscal 2024 The following table sets forth compensation earned during fiscal 2024 by each person who served as a non-employee Director during the year.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Mary T. Barra | 125,000 | 242,715 | 20,000 | 387,715 | | Safra A. Catz | 99,864 | 193,238 | — | 293,102 | | Amy L. Chang | 125,000 | 242,715 | 30,952 | 398,667 | | Francis A. deSouza | 63,187 | 123,119 | 29,750 | 216,056 | | D. Jeremy Darroch | 91,003 | 178,223 | 1,250 | 270,476 | | Carolyn N. Everson | 125,000 | 242,715 | 17,017 | 384,732 | | Michael B.G. Froman | 125,000 | 242,715 | 50,702 | 418,417 | | James P. Gorman | 75,192 | 159,568 | — | 234,760 | | Maria Elena Lagomasino | 160,000 | 242,715 | 4,168 | 406,883 | | Calvin R. McDonald | 125,000 | 242,715 | 1,151 | 368,866 | | Mark G. Parker | 217,500 | 316,055 | 47,400 | 580,955 | | Derica W. Rice | 152,500 | 242,715 | 22,958 | 418,173 |
Director Compensation
Fees Earned or Paid in Cash. “Fees Earned or Paid in Cash” includes the annual Board retainer and annual committee and committee chair retainers, whether paid currently or deferred by the Director to be paid in cash or shares after service ends. Directors are permitted to elect each year to receive all or part of their retainers in Disney stock and, whether paid in cash or stock, to defer all or part of their retainers until after service as a Director ends. Directors who elect to receive deferred compensation in cash receive a credit each quarter and the balance in their deferred cash account earns interest at an annual rate equal to 120% of the Applicable Long-Term Federal Interest Rate, as determined from time to time by the United States Internal Revenue Service. For fiscal 2024, the average interest rate was 5.51%. The following table sets forth the form of fees received by each Director. The number of stock units awarded is equal to the dollar amount of fees accruing each quarter divided by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of Company common stock on each day in the ten-day period. Stock units issued currently were accumulated throughout the year and distributed as shares following December 31, 2024.
Director Compensation
| 32 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Director Compensation
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Compensation
| | Cash | | Stock Units | | | | Name | Paid Currently ($) | Deferred ($) | Value Distributed Currently ($) | Value Deferred ($) | Number of Units (#) | | Mary T. Barra | — | — | — | 125,000 | 1,247 | | Safra A. Catz | — | — | 99,864 | — | 980 | | Amy L. Chang | 31,250 | — | 93,750 | — | 907 | | Francis A. deSouza | — | — | 63,187 | — | 614 | | D. Jeremy Darroch | — | — | 91,003 | — | 884 | | Carolyn N. Everson | 15,625 | 15,625 | 46,875 | 46,875 | 936 | | Michael B.G. Froman | — | — | 125,000 | — | 1,247 | | James P. Gorman | — | — | — | 75,192 | 740 | | Maria Elena Lagomasino | — | — | — | 160,000 | 1,597 | | Calvin R. McDonald | — | — | 125,000 | — | 1,247 | | Mark G. Parker | — | — | — | 217,500 | 2,171 | | Derica W. Rice | — | — | — | 152,500 | 1,522 |
Director Compensation
Stock Awards. “Stock Awards” sets forth the market value of the deferred stock unit grants to Directors and the amount reported is equal to the market value of the Company’s common stock on the date of the award times the number of shares underlying the units. Units are awarded at the end of each quarter and the number of units is determined by dividing the amount payable with respect to the quarter by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of the Company common stock on each day in the ten-day period. Each Director other than Ms. Catz, Mr. deSouza, Mr. Darroch, Mr. Gorman and Mr. Parker was awarded 2,395 units in fiscal 2024. Ms. Catz was awarded 1,883 units, Mr. deSouza was awarded 1,180 units, Mr. Darroch was awarded 1,697 units and Mr. Gorman was awarded 1,544 units, each of whom served only a portion of fiscal 2024. Mr. Parker was awarded 3,119 units, which included 724 units for his annual retainer for his service as independent Chairman. Unless a Director elects to defer receipt of shares until after the Director’s service ends, shares with respect to annual deferred stock unit grants are normally issued to the Director on the second anniversary of the award date, whether or not the Director is still a Director on this date. At the end of any quarter in which dividends are distributed to shareholders, Directors receive additional stock units with a value (based on the average of the high and low trading prices of the Company common stock averaged over the last ten trading days of the quarter) equal to the amount of dividends they would have received on all stock units held by them at the end of the prior quarter. Shares with respect to these additional units are distributed when the underlying units are distributed. Units awarded with respect to dividends are included in the grant date fair value of the stock units when the units are initially awarded and therefore are not separately reported in the tables above, but they are included in the total units held at the end of the fiscal year in the table below. The following table sets forth all stock units held by each non-management Director serving during fiscal 2024, as of the end of fiscal 2024. All stock units are fully vested when granted, but shares are distributed with respect to the units only later, as described above. Stock units in this table are included in the stock ownership table in the section titled “Other Information — Stock Ownership” except to the extent they may have been distributed as shares and sold prior to the date of the stock ownership table.
Director Compensation
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 33 |
Director Compensation
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Director Compensation
| Name | Stock Units (#) | | Mary T. Barra | 20,964 | | Safra A. Catz | 5,279 | | Amy L. Chang | 8,490 | | Francis A. deSouza | 4,697 | | D. Jeremy Darroch | 2,587 | | Carolyn N. Everson | 6,024 | | Michael B.G. Froman | 6,058 | | James P. Gorman | 2,290 | | Maria Elena Lagomasino | 28,051 | | Calvin R. McDonald | 8,493 | | Mark G. Parker | 28,336 | | Derica W. Rice | 16,856 |
Director Compensation
The Company’s Corporate Governance Guidelines encourage Directors to own or acquire, within three years of first becoming a Director, shares of Company common stock (including stock units received as Director compensation) having a market value of at least five times the amount of the annual Board retainer for the Director. Unless the Board exempts a Director, each Director is also required to retain stock representing no less than 50% of the shares received upon distribution of deferred stock units until such Director meets the stock holding guideline described above. Based on the holdings of units and shares on January 16, 2025, each currently serving Director complied with these policies, either by meeting the minimum holding guideline or by remaining within the three-year period to build up stock ownership. All Other Compensation. “All Other Compensation” includes: •The incremental cost to the Company of perquisites and other personal benefits for Mr. Froman and Mr. Parker, including product familiarization and travel benefits. In fiscal 2024, the Company provided product familiarization benefits to Mr. Froman totaling $14,875 and corporate aircraft travel benefits to Mr. Parker, incurred for personal travel to facilitate business meetings, totaling $42,162. Air travel costs include: the actual catering costs, landing and ramp fees, fuel costs and lodging costs incurred by flight crew plus a per hour charge based on the average hourly maintenance costs for the aircraft. Except for Mr. Froman and Mr. Parker, the incremental cost of perquisites and personal benefits, including product familiarization and travel benefits, for each Director is not included in the table because the total amount of all such perquisites and benefits is less than $10,000. •Reimbursement of tax liabilities associated with the product familiarization and travel benefits. The reimbursement of associated tax liabilities was $10,952 for Ms. Chang, $1,250 for Mr. Darroch, $9,750 for Mr. deSouza, $15,960 for Ms. Everson, $15,827 for Mr. Froman, $4,168 for Ms. Lagomasino, $1,151 for Mr. McDonald, $5,238 for Mr. Parker and $2,958 for Mr. Rice. •The matching charitable contribution of the Company under the Company’s employee matching gifts program, described above, which was $20,000 for Ms. Barra, $20,000 for Ms. Chang, $20,000 for Mr. deSouza, $20,000 for Mr. Froman and $20,000 for Mr. Rice.
Director Compensation
| 34 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Executive Compensation
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Our Executive Compensation Guiding Principles
Our Executive Compensation Guiding Principles We design our executive compensation program to attract, retain and motivate high-caliber executives, and to drive the creation of long-term shareholder value. Our program is guided by the following principles: •Pay for Performance – Our annual incentive plan is heavily weighted toward quantitative, financial performance metrics that support shareholder return and strategic progress of the Company. Pay is highly variable, with 97% of CEO pay and 85% of the other NEOs’ pay being at risk compensation. Longer-term performance is emphasized with 50% or more of variable pay awarded in the form of long-term incentives that are tied to multi-year measures of financial and operational performance. •Competitive Compensation Opportunity – Given the distinct skill sets needed to run a global creative organization like Disney, as well as the complexity and diversity of our businesses, we measure compensation competitiveness against a group of media peers to inform compensation quantum and a group of general industry peers, including a subset of technology companies, to inform both compensation quantum and plan design. We also weigh internal considerations like performance, experience and time in role when making compensation decisions. •Compensation Mix – In fiscal 2024, for the CEO, the compensation mix for long-term equity-based incentives was 60% PBUs and 40% stock options. For other NEOs, we continued our mix of 50% PBUs, 25% time-based restricted stock units (“RSUs”) and 25% stock options. This mix does not apply to Kevin Lansberry. Further information regarding Mr. Lansberry’s fiscal 2024 equity grants can be found in the section below titled “— Fiscal 2024 Compensation Decisions — Interim CFO - Kevin A. Lansberry.”
Our Executive Compensation Guiding Principles
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Fiscal 2024 Executive Compensation Practices
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
Fiscal 2024 Executive Compensation Practices
| Annual risk assessment | Each year, the Compensation Committee’s compensation consultant completes a risk assessment of the Company’s compensation programs. Based on this assessment for fiscal 2024, the Compensation Committee determined that risks arising from the Company’s policies and practices are not reasonably likely to have a material adverse effect on the Company. | | Clawback policies beyond Dodd-Frank | The Company is required to recoup certain incentive-based compensation erroneously awarded to a current or former NEO or other Section 16 officers based on financial reporting measures that are required to be restated. In addition, under the 2011 Stock Incentive Plan, all equity awards granted under the plan, including time-based and performance-based awards, may be clawed back where there is reputational or financial harm to the Company, which exceeds the Dodd-Frank Act clawback requirements. | | Disallow hedging and pledging | Board members, NEOs and all other Section 16 filers are prohibited from hedging and pledging the Company’s securities; provided that Company securities that were previously pledged by an individual who was not a Section 16 filer prior to such individual becoming a Section 16 filer are not subject to this prohibition. | | 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 for executive officers. | | Independent compensation consultant | The Compensation Committee has retained a compensation consultant whose relationship with the Company was confirmed to be independent for fiscal 2024. |
Executive Compensation Program Overview
Executive Compensation Program Overview We design our executive compensation program to drive the creation of long-term shareholder value. We do this by linking compensation payouts to the achievement of preset performance goals that promote the creation of sustainable shareholder value and by designing compensation to attract and retain distinguished executives in a competitive market for talent. We provide compensation opportunities that consider peer compensation levels and practices and individual circumstances of our company and executives. Total direct compensation comprises a mix of variable and fixed compensation that is heavily weighted toward variable performance-based compensation. Our performance-based compensation includes a short-term annual performance-based bonus and longer-term equity awards that deliver value based on financial and stock price performance. Our equity awards include PBUs that are eligible to vest after three years and only upon meeting preset performance targets. The following table sets forth the elements of total direct compensation in fiscal 2024 and the objectives and key features of each element. When we refer to NEOs on the following pages, unless explicitly noted, we exclude Mr. Lansberry. Mr. Lansberry’s fiscal 2024 compensation decisions are described further under the section below titled “— Fiscal 2024 Compensation Decisions — Interim CFO - Kevin A. Lansberry.”
Executive Compensation Program Overview
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Executive Compensation Program Overview
| | | OBJECTIVES AND KEY FEATURES | | | | | BASE SALARY Objectives: The Compensation Committee sets salaries to reflect job responsibilities and to provide competitive fixed pay. Key Features: •Minimum salaries set in NEO employment agreements •Committee discretion to adjust annually based on changes in experience, nature and responsibility of the position, competitive considerations and CEO recommendation (except in the case of the CEO) | | | | | ANNUAL PERFORMANCE-BASED BONUS Objectives: The Compensation Committee structures the bonus program to incentivize performance at the high end of the financial performance measure ranges that it establishes early in the applicable fiscal year. The Committee believes that incentivizing performance against key annual metrics will lead to long-term, sustainable gains in shareholder value. Key Features: •Target bonus for each NEO set by the Committee early in the fiscal year in light of employment agreement provisions, competitive considerations, CEO recommendation (except targets for the CEO) and other factors the Committee deems appropriate •Unless otherwise adjusted downward by the Committee, payout on 70% of target is formulaic and determined by performance against financial performance ranges developed by the Committee early in the fiscal year •Unless otherwise determined by the Committee, payout on 30% of target determined by Company-wide Other Performance Factors (“OPFs”) and the Committee’s assessment of individual performance based both on other performance objectives and on CEO recommendation (except the payouts for the CEO) | | | | | ANNUAL EQUITY AWARDS Objectives: The Compensation Committee structures equity awards to link rewards to long-term shareholder value. Annual grants are made in the beginning of each fiscal year at or about the same time as financial performance measures are established for the annual performance-based bonus. Equity awards carry vesting terms that extend for three years and include PBUs whose value depends on Company financial performance, including total shareholder return performance relative to the S&P 500. These awards provide incentives to create and sustain long-term growth in shareholder value. Key Features: •Combined value of options, PBUs and RSUs determined by the Committee in light of employment agreement provisions, competitive market conditions, evaluation of executive’s performance and CEO recommendation (except awards for the CEO) •Allocation of annual awards for CEO: 60% PBUs; 40% stock options •Allocation of annual awards for other NEOs in fiscal 2024 (based on award value): 50% PBUs; 25% RSUs; 25% stock options | | | | | | PERFORMANCE-BASED RESTRICTED STOCK UNITS Key Features: •PBUs reward executives only if preset performance targets are met •PBUs vest subject to the level of achievement under multi-year performance tests. Payout ranges from 0% if performance is under threshold, to 50% if performance is at threshold and up to 200% if performance is at or above maximum •50% of each PBU grant vests based on three-year cumulative TSR relative to the S&P 500; the other 50% vests based on three-year ROIC performance. Awards as described in the section titled “Executive Compensation — Compensation Tables — Fiscal 2024 Grants of Plan-Based Awards Table” | | | | | STOCK OPTIONS Key Features: •Exercise price equal to average of the high and low trading prices on day of award •Option re-pricing without shareholder approval is prohibited •Ten-year term •Vest one-third per year over three years | | | | | TIME-BASED RESTRICTED STOCK UNITS Key Features: •Vest one-third per year over three years •Mr. Iger's equity mix does not include RSUs |
Executive Compensation Program Overview
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COMPENSATION AT RISK
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PERFORMANCE PLAN PAYOUT HISTORY
PERFORMANCE PLAN PAYOUT HISTORY For fiscal 2024, the CEO continued receiving 60% of his annual long-term incentive grant in the form of PBUs. For NEOs other than the CEO, their PBU weighting also remained the same, at 50%. Beginning in fiscal 2022, in direct response to shareholder feedback and to meaningfully increase performance-based compensation, the Compensation Committee determined to increase PBUs from 30% to 50% of the overall long-term incentive grant value for the NEOs other than the CEO, who already had 50% in the form of PBUs (and who has had 60% in the form of PBUs since fiscal 2023). Due to below-threshold TSR performance relative to the S&P 500, our executives have received below-target payouts of PBUs in each of the last five years. The below table reflects the vesting of the annual PBU grants vesting over the last five years, all of which resulted in below-target payouts due to below-threshold TSR performance relative to the S&P 500: 1Excludes Mr. Iger’s November 2022 PBU grant, which paid out at 49%. The value of a $100 PBU grant as of vest date would have been $60.99. 2Assumes stock purchase was made at the closing price on the grant date and sold on the third anniversary of the grant date (or the nearest trading date if third anniversary falls on a non-trading day) and then adjusted for the actual % payout. Awards vested in 2020 were granted on December 19, 2017; awards vested in 2021 were granted on December 19, 2018; awards vested in 2022 were granted on December 17, 2019; awards vested in 2023 were granted on December 17, 2020; and awards vested in 2024 were granted on December 14, 2021. See the section below titled “— Fiscal 2024 Compensation Decisions — Equity Incentive Grants — Recent PBU Payout Detail” for further discussion of the most recent PBU payout calculations.
PERFORMANCE PLAN PAYOUT HISTORY
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PERFORMANCE PLAN PAYOUT HISTORY
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COMPENSATION PROCESS
| SALARIES | PERFORMANCE-BASED BONUS | | •Annually at the end of the calendar year, the CEO recommends salaries for NEOs other than himself for the following calendar year •Compensation Committee reviews proposed salary changes with input from its consultant (described under the section below titled “— Compensation 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 approves performance measures and ranges that it believes establish appropriate goals •CEO recommends bonus targets for NEOs other than 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, 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 •CEO recommends OPF multipliers for NEOs other than himself •Committee reviews the results and determines whether to make any adjustments to financial results, determines OPF multipliers for NEOs and establishes bonus after reviewing information provided by management •Committee reviews determinations with the other non-management Directors and, in the case of the CEO, seeks their concurrence in the Committee’s determination | | EQUITY AWARDS | | | •In the first fiscal quarter, the CEO recommends grant date fair value of awards for NEOs other than himself •Compensation Committee reviews proposed awards with input from its consultant 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 and, in the case of PBUs, a Monte Carlo model based on the probable outcome of the performance conditions as of the grant date | |
MANAGEMENT INPUT
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COMPENSATION CONSULTANT
COMPENSATION CONSULTANT Consistent with recent years, the Compensation Committee retained Pay Governance LLC as its compensation consultant for fiscal 2024. The consultant assists the Committee’s development and evaluation of compensation policies and practices and the Committee’s determinations of compensation awards through various services, including providing third-party data, advice and expertise on proposed executive compensation awards and plan designs; reviewing briefing materials prepared by management and outside advisers; and advising the Committee on the matters included in these materials and preparing its own analysis of compensation matters. 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 2024 and confirmed that the firm’s work has not raised any conflict of interest and the firm is independent. Pay Governance LLC does not provide any services to the Company other than the services provided to the Compensation Committee.
NEW HIRE – HUGH F. JOHNSTON
NEW HIRE – HUGH F. JOHNSTON On December 4, 2023, Mr. Johnston was appointed as Senior Executive Vice President and Chief Financial Officer. The Company has entered into an employment agreement with Mr. Johnston inclusive of a base salary of $2,000,000 and a target annual bonus and long-term incentive award of 200% and 575% of base salary, respectively (with an initial fiscal 2024 target long-term incentive award of $14,000,000, representing his fiscal 2024 annual grant, which was his only equity award in fiscal 2024, structured with performance- and time-vesting conditions substantially consistent with the other annual executive equity awards granted in fiscal 2024). The Board wanted to provide Mr. Johnston with a total target opportunity that took into account the responsibilities that come with the CFO role at an organization in the midst of a strategic transformation, as well as in a complex industry. In addition, Mr. Johnston received a new hire cash signing bonus of $3,000,000 primarily to replace forgone compensation from his previous employer. In setting his compensation, the Committee weighed Mr. Johnston’s tenure as a deeply experienced Fortune 50 CFO. In addition, Mr. Johnston’s ongoing target direct compensation package is on par with that of our former CFO.
INTERIM CFO – KEVIN A. LANSBERRY
INTERIM CFO – KEVIN A. LANSBERRY Mr. Lansberry served as Interim CFO from July 1, 2023 until Mr. Johnston joined the company on December 4, 2023. Following the end of his tenure as Interim CFO, Mr. Lansberry returned to his previous position as CFO of the Experiences segment of the Company. While Interim CFO, his compensation consisted of the following: (i) base salary of $1,000,000, (ii) target bonus opportunity of 100% of his base salary and (iii) target long-term incentive grant opportunity of 300% of his base salary, in each case prorated for the portion of the fiscal year served in the interim role. Mr. Lansberry’s equity mix is split between 70% RSUs and 30% stock options, the mix typical of executives at his level as CFO of the Experiences segment. His awards granted in fiscal 2024 have a three-year semi-annual vesting schedule. See below for a breakdown of his total actual compensation for fiscal 2024.
INTERIM CFO – KEVIN A. LANSBERRY
| Base Salary ($) | Fiscal 2024 Bonus ($) | Stock Options ($) | RSUs ($) | Total Direct Compensation ($) | | 826,721 | 918,000 | 529,705 | 1,235,979 | 3,510,405 |
INTERIM CFO – KEVIN A. LANSBERRY
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ANNUAL INCENTIVE PLAN
ANNUAL INCENTIVE PLAN The Annual Incentive Plan is a performance-based bonus that awards NEOs for enterprise-wide financial performance (weighted 70%), as well as non-financial OPFs (weighted 30%). Performance for OPFs are determined for each NEO on an individual basis. 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.
Performance Goals
Performance Goals Financial Performance (70%) In November 2023, the Compensation Committee reviewed the annual performance-based bonus program. The Committee determined to retain the financial measures and relative weights for calculating the portion of the NEOs bonuses that is based on financial performance as follows: •adjusted total segment operating income: 50% •adjusted revenue: 25% •adjusted after-tax free cash flow: 25% The Committee also developed performance ranges for each of the measures in November 2023. These ranges are used to determine the multiplier that is applied to 70% of each NEO’s target bonus. The overall financial performance multiple is equal to the weighted average of the performance multiples for each of these three measures. The performance multiple for each measure is zero if performance is below the bottom of the range and varies from 35% at the low end of the range to a maximum of 200% at or above the top end of the range. The Committee believes the top of each range represents extraordinary performance and the bottom represents satisfactory performance, below which no award would be provided. With our desire to deliver strong results for our shareholders and increase rigor in our financial targets for fiscal 2024, the Committee increased targets year-over-year for adjusted total segment operating income and adjusted after-tax free cash flow by 9.1% and 100%+, respectively. In addition, to further drive performance in fiscal 2024, the Committee altered the ranges to reflect pre-COVID performance ranges for adjusted total segment operating income and adjusted after-tax free cash flow given performance has returned to those levels. The Compensation Committee set adjusted revenue target 3% higher than fiscal 2023 actual results, but slightly below fiscal 2023 target due to the impact of the Writers Guild of America and SAG-AFTRA work stoppages, which pushed planned 2024 content past 2024 and into 2025 and beyond. The following table shows the performance ranges approved by the Committee for fiscal 2024 and actual performance (dollars in millions).
Performance Goals
| | Fiscal 2024 Performance Threshold ($) | Fiscal 2024 Performance Target ($) | Fiscal 2024 Performance Maximum ($) | Fiscal 2024 Actual Performance ($) | Fiscal 2024 Actual Performance Payout as % of Target | Year-Over-Year Increase in Actual Performance | | Adjusted Total Segment Operating Income1 | 11,937 | 14,469 | 16,494 | 15,601 | 156% | +21% | | Adjusted Revenue | 82,474 | 91,502 | 97,520 | 91,361 | 99% | +3% | | Adjusted After-Tax Free Cash Flow2 | 4,425 | 8,425 | 12,425 | 8,657 | 106% | +253% |
Performance Goals
1For purposes of the annual performance-based bonuses, “adjusted total segment operating income” was defined as total segment operating income and reflects adjustments, if any, described under “Evaluating Performance” below. "Total segment operating income” consists of the total of segment operating income from each of our segments, which is equivalent to income from continuing operations before income taxes, adjusted for corporate and unallocated shared expenses, restructuring and impairment charges, net other (income) expense, net interest expense and amortization of TFCF Corporation (“TFCF”) and Hulu intangible assets and fair value step-up on film and television costs. 2For purposes of the annual performance-based bonuses, “adjusted after-tax free cash flow” was defined as cash provided by operations less investments in parks, resorts and other properties, all on a consolidated basis and reflects the adjustments described under “Evaluating Performance” below. Other Performance Factors (30%) OPFs are non-financial metrics that make up the remaining 30% of each NEO’s target bonus based on individual performance against key strategic goals for the Company. We believe the mix between key financial and strategic factors is appropriate, given that the majority of the bonus opportunity is focused on Company financial performance, while still recognizing the importance that OPFs have on establishing a successful culture that supports the Company’s strategic goals.
Performance Goals
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Performance Goals
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Performance Goals
All three OPFs for the fiscal 2024 annual bonus have an equal weighting. The Compensation Committee established the following factors based on the strategic objectives of the Company: •Diversity & Inclusion – Actively engage in creating a culture of respect for everyone, everywhere, at every level. Work to grow the diversity of our executives and managers to reflect the guests and audiences we serve. Support broadly resonant entertainment and experiences that reflect the world around us and help us develop meaningful relationships with our consumers. •Synergy – Through the power of collaboration and connection, energize our businesses to synthesize their brands, content and products to strategically and holistically deliver world-class entertainment and experiences to consumers, fans and employees that is uniquely Disney. •Storytelling & Creativity – Delight, excite and inspire our fans, guests and employees through authentic storytelling and creative experiences, which strengthen long-term engagement and brand loyalty. The Committee conducts a comprehensive and rigorous performance evaluation on these OPFs on a discretionary basis, using the above objectives as strategic guidelines.
Evaluating Performance
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Horacio E. Gutierrez (Senior Executive Vice President, Chief Legal and Compliance Officer)
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Calculating Payout
Calculating Payout The 2024 annual performance-based bonuses awarded to our Named Executive Officers were calculated as follows:
Calculating Payout
| Base SalaryX | Individual Target Annual Bonus %X | OPF Rating | X | Financial Performance | | = | Final Annual Bonus | | | | | Weighted 30% | | Weighted 70% | | |
Calculating Payout
| Individual | Company-Wide |
Calculating Payout
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Calculating Payout
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Calculating Payout
Final 2024 Bonus Payouts The below table calculates the final bonus payouts for the NEOs for the fiscal year. Considering the significant achievements of our executives mentioned above, our bonus payout calculations yielded above-target payouts for fiscal 2024. The below table excludes Kevin Lansberry, as his fiscal 2024 bonus payout calculation did not use the same weightings and/or components as the other executives, given the interim nature of his role.
Calculating Payout
| NEO | Base Salary ($) | Target Bonus (as % of base salary) | Financial Performance (weighted 70%) | OPF Rating (weighted 30%) | Final Annual Bonus Payout ($) | | Robert A. Iger Chief Executive Officer | 1,000,000 | 500% | 129% | 180% | 7,220,000 | | Hugh F. Johnston Senior Executive Vice President and Chief Financial Officer | 2,000,000 | 200% | 129% | 178% | 5,750,000 | | Horacio E. Gutierrez Senior Executive Vice President, Chief Legal and Compliance Officer | 1,500,000 | 200% | 129% | 178% | 4,310,000 | | Sonia L. Coleman Senior Executive Vice President and Chief Human Resources Officer | 925,000 | 150% | 129% | 178% | 2,000,000 | | Kristina K. Schake Senior Executive Vice President and Chief Communications Officer | 803,400 | 150% | 129% | 175% | 1,720,000 |
EQUITY INCENTIVE GRANTS
EQUITY INCENTIVE GRANTS The Compensation Committee structures equity awards to directly reward long-term gains in shareholder value. Equity awards carry vesting terms that generally extend for three years and include PBUs, whose value depends on Company performance, including TSR performance relative to the S&P 500. These awards provide incentives to create and sustain long-term growth in shareholder value. The combined value of stock options, PBUs and RSUs is determined by the Committee in light of employment agreement provisions, competitive market conditions, an evaluation of executive’s performance and our CEO’s recommendation (except awards for the CEO). Equity awards from prior years generally do not impact equity awards made in a current fiscal year.
EQUITY INCENTIVE GRANTS
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EQUITY INCENTIVE GRANTS
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Equity Vehicle Mix
Equity Vehicle Mix The allocation of annual equity awards for our CEO and other NEOs in fiscal 2024 is shown in the graphics below: 1Excluding Mr. Lansberry
Time-Based Restricted Stock Units
Time-Based Restricted Stock Units 25% for other NEOs only RSUs provide retention value to our senior executives and align interests with our shareholders. In fiscal 2024, Mr. Iger did not receive RSUs as part of his equity allocation, as the Committee determined that all of Mr. Iger’s equity awards should provide compensation conditioned upon the achievement of performance designed to promote growth in shareholder value. Other NEOs receive 25% of their total equity value in RSUs to provide a market-based retention incentive. RSUs generally vest one-third per year over three years.
Stock Options
Stock Options 40% for CEO; 25% for other NEOs Stock options incentivize sustained growth in long-term stock appreciation and align interests with our shareholders. This allocation reflects the portion of equity that the Committee believes should be entirely linked to increasing the value of our stock. The exercise price is equal to the average of the high and low trading prices on the grant date of the award. Option re-pricing without shareholder approval is prohibited. Options generally vest one-third per year over three years and have a ten-year term from the grant date.
Performance-Based Restricted Stock Units
Performance-Based Restricted Stock Units 60% for CEO; 50% for other NEOs PBUs align pay and performance by ensuring that shares are only earned when specified relative and Company-specific performance criteria intended to enhance long-term shareholder value are met. PBUs are denominated and settled in shares of Company stock, thereby providing a further incentive to increase shareholder value. As pay-for-performance alignment is key to the Committee, PBUs are weighted the highest of the three equity vehicles. Payout for the fiscal 2024 PBUs is based on the following performance criteria: •TSR performance relative to the S&P 500: 50% •ROIC performance: 50%
Performance-Based Restricted Stock Units
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Performance-Based Restricted Stock Units
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Performance-Based Restricted Stock Units
Performance is measured over a three-year performance period for all NEOs. In fiscal 2020 through 2022, PBUs vesting subject to ROIC performance had three 1-year performance periods. Starting with the fiscal 2023 PBU grant, all ROIC PBUs now have a single three-year performance period as financial uncertainties related to the pandemic have mostly abated. We set rigorous targets designed to provide payouts for performance that delivers value creation. Potential payouts for awards granted in fiscal 2022 and beyond range from 0% if performance is under threshold to up to 200% if performance is at or above maximum. For awards granted in fiscal 2021, payouts ranged from 0% if performance was under threshold to up to 150% if performance was at or above maximum. As prospective performance targets are central to our business strategy, for competitive reasons we do not publicly disclose long-term goals for the ROIC portion of our PBUs for ongoing performance periods. For the portion vesting subject to TSR relative to the S&P 500, payout at target requires performance at the 55th percentile of the S&P 500.
Performance-Based Restricted Stock Units
| Payout as a % of Target | Performance – TSR Percentile Relative to S&P 500 | | 200% | 75th Percentile or Above | | 100% | 55th Percentile | | 50% | 25th Percentile | | 0% | Below 25th Percentile |
Effect of Change in Control, Retirement and Certain Terminations
Effect of Change in Control, Retirement and Certain Terminations The NEOs will receive the benefit of certain enhanced vesting rights with respect to their equity awards in connection with certain terminations of employment, including retirement after attaining age 60 and completing ten years of service, that are more fully described under the section below titled “— Compensation Tables — Potential Payments and Rights on Termination or Change in Control.”
Recent PBU Payout Detail
Recent PBU Payout Detail PBUs Vested in Fiscal 2024 As disclosed in last year’s proxy statement, for awards granted in fiscal 2021 (December 2020) and vested in fiscal 2024 (December 2023) held by Mr. Iger, TSR performance relative to the S&P 500 was below threshold and therefore no payout was earned for 50% of the award. For the 50% of the award that vested subject to ROIC performance, there were three one-year performance periods for fiscal 2021, fiscal 2022 and fiscal 2023 where performance averaged to 133.81% of target. Overall, fiscal 2021 PBUs paid out at:
Recent PBU Payout Detail
| TSR vs. S&P 500 Payout: 0% of target | | + | ROIC Payout: 133.81% of target | | = | Total PBU Payout: 66.9% of target | | | | Weighted 50% | | | Weighted 50% | | | Fiscal 2021 PBU Payout |
Recent PBU Payout Detail
PBUs Vested in Fiscal 2025 For awards granted in fiscal 2022 (December 2021 for Mr. Iger and March 2022 for Mr. Gutierrez) and vested in fiscal 2025 (December 2024), TSR performance relative to the S&P 500 was below the threshold, resulting in no payout for 50% of the award.
Recent PBU Payout Detail
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Recent PBU Payout Detail
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Recent PBU Payout Detail
For the 50% of the award that vested subject to ROIC performance, there were three one-year performance periods for fiscal 2022, fiscal 2023 and fiscal 2024 where performance averaged to 146.86% of target. Individual tranche performance resulted in payout at the following percentages:
Recent PBU Payout Detail
| Fiscal Year | ROIC Tranche Payout as % of Target | | 2022 | 196.09% | | 2023 | 106.75% | | 2024 | 137.72% | | Three-Year Average | 146.86% |
Recent PBU Payout Detail
Fiscal 2024 had a threshold, target and maximum ROIC of 4.0%, 6.5% and 7.8%, respectively. Actual fiscal 2024 performance was 7.0%, resulting in a 137.72% payout for the fiscal 2024 portion. This is the final PBU grant with three 1-year ROIC performance periods. In fiscal 2023, we reverted to granting ROIC PBUs with a single 3-year performance period. Ms. Schake was granted PBUs in fiscal 2022 (September 2022) that will vest 50% based on TSR versus S&P 500 over the three-year period ending in late fiscal 2025 and 50% based on average ROIC performance over three one-year performance periods for fiscal 2022, fiscal 2023 and fiscal 2024. The ROIC portion of Ms. Schake’s 2022 PBUs will pay out at 146.86% of target, as described above. These PBUs will cliff vest on September 28, 2025. Overall, fiscal 2022 PBUs paid out at:
Recent PBU Payout Detail
| TSR vs. S&P 500 Payout: 0% of target | | + | ROIC Payout: 146.86% of target | | = | Total PBU Payout: 73.43% of target | | | | Weighted 50% | | | Weighted 50% | | | Fiscal 2022 PBU Payout |
Recent PBU Payout Detail
ROIC for the Company is calculated by dividing Annual After-Tax Operating Performance by the average of Invested Capital at the end of such fiscal year and the end of the immediately prior fiscal year. Annual After-Tax Operating Performance is calculated as the sum of segment operating income for each segment and corporate and unallocated shared expenses, minus tax at 21% on segment operating income and corporate and unallocated shared expenses. Invested Capital is defined as the remainder of Disney’s total assets at fiscal year-end minus the sum of: (i) Disney’s cash, cash equivalents and restricted cash as the last day of the fiscal year, (ii) Disney’s deferred tax assets and (iii) Disney’s Non-Interest Bearing Liabilities. 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. Mr. Iger’s November 2022 PBUs Vested in Fiscal 2025 For awards granted to Mr. Iger in fiscal 2023 (November 2022) and vested in fiscal 2025 (November 2024), TSR performance relative to the S&P 500 was below threshold and therefore no payout was earned for 50% of the award. For the 50% of the award that vested subject to ROIC performance, there was a single two-year performance period for fiscal 2023 and fiscal 2024. Threshold, target and maximum ROIC were 4.0%, 6.5% and 7.8%, respectively. Actual two-year ROIC performance was 6.36%, resulting in a 97.77% payout for the ROIC portion of Mr. Iger’s fiscal 2023 ROIC PBUs. Overall, Mr. Iger’s fiscal 2023 PBUs paid out at:
Recent PBU Payout Detail
| TSR vs. S&P 500 Payout: 0% of target | | + | ROIC Payout: 97.77% of target | | = | Total PBU Payout: 48.89% of target | | | | Weighted 50% | | | Weighted 50% | | | Mr. Iger’s Fiscal 2023 PBU Payout |
Recent PBU Payout Detail
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Recent PBU Payout Detail
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Fiscal 2024 Equity Grants
Fiscal 2024 Equity Grants Our NEOs received long-term incentive grants for fiscal 2024 to further incentivize a thoughtful and successful transformation. Mr. Johnston’s initial long-term incentive grant was structured to reflect both a new hire grant and his annual equity grant. We believe these awards are reflective of the accomplishments and business highlights for fiscal 2024 inclusive of achieving profitability in our streaming businesses, generating strong global box office performance and industry-leading Academy and Emmy Award wins across our production studios. 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. The below table reflects each NEO’s total long-term incentive grant for fiscal 2024, other than for Mr. Lansberry. Further information regarding Mr. Lansberry’s fiscal 2024 equity grants can be found in the section above titled “— Fiscal 2024 Compensation Decisions — Interim CFO - Kevin A. Lansberry.”
Fiscal 2024 Equity Grants
| NEO | Stock Options ($) | RSUs ($) | PBUs ($) | Total Fiscal 2024 Equity Award ($) | | Robert A. Iger Chief Executive Officer | 12,000,000 | — | 18,000,000 | 30,000,000 | | Hugh F. Johnston Senior Executive Vice President and Chief Financial Officer | 3,500,000 | 3,500,000 | 7,000,000 | 14,000,0001 | | Horacio E. Gutierrez Senior Executive Vice President, Chief Legal and Compliance Officer | 2,350,000 | 2,350,000 | 4,700,000 | 9,400,000 | | Sonia L. Coleman Senior Executive Vice President and Chief Human Resources Officer | 1,059,375 | 1,059,375 | 2,118,750 | 4,237,500 | | Kristina K. Schake Senior Executive Vice President and Chief Communications Officer | 952,975 | 952,975 | 1,905,950 | 3,811,900 |
Fiscal 2024 Equity Grants
1Represents long-term incentive grant of $14,000,000, which reflects both a new hire grant and annual equity grant for Mr. Johnston for fiscal 2024 and was structured with performance- and time-vesting conditions substantially consistent with the other annual executive equity awards granted in fiscal 2024.
CHANGES TO PBU PROGRAM PLAN DESIGN
CHANGES TO PBU PROGRAM PLAN DESIGN The Compensation Committee approved changes to our fiscal 2025 PBU plan aimed at driving business results by emphasizing financial metrics that align with our strategic focus areas and are key value drivers of our business. For fiscal 2025, the Committee maintained ROIC and relative TSR metrics while adding a profitability metric that is key to value creation – Adjusted EPS Growth. The PBU program will continue to align pay and performance by ensuring that shares are only earned when absolute Company and relative performance criteria are met over a three-year performance period. Adjusted EPS Growth is an important financial metric for the Company, as it provides a direct link between Company performance and value. Adjusted EPS Growth is also a highly visible performance metric that is closely monitored by shareholders. Accordingly, Adjusted EPS Growth will be weighted at 50%. ROIC will continue to measure the return on our capital investments and relative TSR will continue to evaluate our performance relative to a market index. ROIC and relative TSR will be weighted equally at 25% each. We believe these respective weightings will motivate our NEOs towards achieving strong business results while also maintaining alignment with the shareholder experience. Regarding relative TSR, we will assess our performance versus the S&P 500 Media & Entertainment Index over the same three-year period. Aligning with shareholder feedback, we believe that using a more focused comparator group that faces similar industry dynamics as the Company provides a more appropriate representation of our relative performance than a more broad-based index used in previous designs (i.e., S&P 500 Index).
CHANGES TO PBU PROGRAM PLAN DESIGN
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Fiscal 2025 – Fiscal 2027 PBU Program Design
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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. | | Limit on Bonus | The overall bonus payout 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. | | Equity Vesting Periods | PBUs generally vest in three years. RSUs and options generally vest annually over three or four years, in line with market practice and to provide retentive value. Options remain exercisable for ten years. These periods are designed to reward sustained performance over several periods, rather than performance in a single period. | | Equity Ownership Guidelines | NEOs are required to acquire within five years of becoming an executive officer and hold as long as they are executive officers of the Company, shares (including RSUs) having a value of at least three times their base salary amounts, or five times in the case of the Chief Executive Officer. If these levels have not been reached, these officers are required to retain ownership of shares representing at least 75% of the net after-tax gain (100% in the case of the Chief Executive Officer) realized on exercise of options for a minimum of twelve months. Based on holdings of units and shares, excluding PBUs, on January 16, 2025, each NEO then in office complied with these policies, either by meeting the minimum holding requirement or by remaining within the time period to build up equity holdings. | | CEO Security & Aircraft Usage | Given the unique security risks posed by the position, and based on the advice of an external security consultant, the Company pays the cost of security services and equipment for the CEO in an amount that the Board believes is reasonable. In addition, in the interest of security, the Board requires the CEO to use corporate aircraft for all personal travel. | | Insider Trading Compliance Policy and Program | The Company’s insider trading compliance policy and program (the “ITCP”) governs the purchase, sale and other dispositions of its securities by Directors, officers, employees and contractors, as well as by the Company itself. The Company believes these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. | | No Hedging or Pledging | The ITCP prohibits Directors, NEOs and all others subject to the ITCP from entering into any transaction designed to hedge, or having the effect of hedging, the economic risk of owning the Company’s securities and prohibits certain persons, including Directors and the NEOs, from pledging Company securities; provided that Company securities that were previously pledged by an individual who was not a Section 16 filer prior to such individual becoming a Section 16 filer are not subject to this prohibition. | | Clawback Policy Beyond Dodd-Frank | In connection with the SEC’s and New York Stock Exchange’s rules requiring adoption of a clawback policy applicable to incentive-based compensation for Section 16 officers of listed companies, the Company has recently adopted The Walt Disney Company Clawback Policy, and current Section 16 officers of the Company have agreed in writing that employment agreements and other compensation agreements and plans are subject to the policy. Under such policy, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Company will recoup any erroneously awarded incentive-based compensation from the Company’s current and former executive officers. In addition, under the 2011 Stock Incentive Plan, all equity awards granted under the plan, including time-based and performance-based awards, may be clawed back where there is reputational or financial harm to the Company, even in the absence of a restatement. | | Equity Grant Processes | The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information (“MNPI”), and the Company does not time the release of MNPI based upon grant dates of equity. In the event MNPI becomes known to the Compensation Committee before granting an equity award, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. |
Risk Management Considerations
Equity awards are generally approved on dates the Compensation Committee meets and vesting dates are determined by the Compensation Committee. Committee meetings are normally scheduled well in advance and are not scheduled with an eye to announcements of MNPI regarding the Company. The Committee may make an award with an effective date in the future, including awards 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.
Risk Management Considerations
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Peer Groups
Peer Groups
SUMMARY OF PEER GROUPS
SUMMARY OF PEER GROUPS The following graph summarizes the three distinct peer groups we use for three distinct purposes and the companies that met these criteria and were included in the peer groups at the beginning of fiscal 2024, described in more detail below:
SUMMARY OF PEER GROUPS
| General Industry Peers (n=17) |
SUMMARY OF PEER GROUPS
| Media Industry Peers (n=8) | Performance Peers |
SUMMARY OF PEER GROUPS
| •Alphabet, Inc. •Amazon.com, Inc. •Apple, Inc. •Comcast Corporation •Meta Platforms, Inc. •Netflix, Inc. •Paramount Global •Warner Bros. Discovery, Inc. | •AT&T, Inc. •Charter Communications, Inc. •IBM Corporation •Microsoft Corporation •NIKE, Inc. •Oracle Corporation •Salesforce, Inc. •T-Mobile US, Inc. •Verizon Communications, Inc. | •S&P 500 Companies |
MEDIA INDUSTRY PEERS
MEDIA INDUSTRY PEERS The media industry peer group helps evaluate compensation levels for the NEOs. The Compensation Committee believes that there is a limited pool of talent with the set of creative, technological, and organizational skills needed to run a global creative organization like the Company and 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. 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.
GENERAL INDUSTRY PEERS
GENERAL INDUSTRY PEERS The general industry peer group helps evaluate compensation levels for the NEOs, as well as general compensation structure, policies and practices. Because our operations span multiple industries, the Compensation 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: •A consumer orientation and/or strong brand recognition; •A global presence and operations; •A focus on technology, given the Company’s accelerated pivot towards digital; •Annual revenue no less than 40% and no more than two and a half times our annual revenue; and •As a general matter, a market capitalization in the range of approximately one-quarter to four times our market capitalization.
GENERAL INDUSTRY PEERS
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GENERAL INDUSTRY PEERS
Additionally, the general industry peer group includes 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.
PERFORMANCE PEERS
PERFORMANCE PEERS The performance peers help evaluate relative economic performance of the Company. 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 has historically used the S&P 500 as a benchmark for measuring relative performance in our PBU program. However, as discussed in the section above titled “— Compensation Discussion and Analysis — Forward Looking to Fiscal 2025,” the Committee has moved to a more focused comparator group, the S&P 500 Media & Entertainment Index. The Committee will continue to monitor the competitive landscapes in which the Company’s various business units operate and implement changes to the peer group as it deems appropriate.
Deductibility of Compensation
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Fiscal 2024 Summary Compensation Table
Fiscal 2024 Summary Compensation Table The following table provides information concerning the total compensation earned in fiscal 2022 (except for Mr. Johnston, Ms. Coleman and Mr. Lansberry), fiscal 2023 (except for Mr. Johnston) and fiscal 2024 by persons who served as Chief Executive Officer or Chief Financial Officer and the three other persons serving as executive officers at the end of fiscal 2024 who were the most highly compensated executive officers of the Company in fiscal 2024. The 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.
Fiscal 2024 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change In Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Robert A. Iger2 Chief Executive Officer; Former Executive Chairman | 2024 | 1,000,000 | — | 18,253,079 | 12,000,027 | 7,220,000 | 495,142 | 2,145,767 | 41,114,015 | | | 2023 | 865,385 | — | 16,103,421 | 10,000,027 | 2,140,000 | — | 2,478,333 | 31,587,166 | | | 2022 | 1,096,154 | — | 4,670,521 | 2,395,104 | 4,370,000 | — | 2,466,520 | 14,998,299 | | Hugh F. Johnston3 Chief Financial Officer | 2024 | 1,653,846 | 3,000,000 | 10,500,083 | 3,500,009 | 5,750,000 | — | 84,735 | 24,488,673 | | Kevin A. Lansberry4 Former Interim Chief Financial Officer | 2024 | 826,721 | — | 1,236,011 | 529,721 | 918,000 | 971,726 | 91,682 | 4,573,861 | | | 2023 | 765,114 | — | 1,383,396 | 592,861 | 1,000,000 | 169,497 | 96,049 | 4,006,917 | | Horacio E. Gutierrez Senior Executive Vice President, Chief Legal and Compliance Officer | 2024 | 1,457,500 | — | 7,606,255 | 2,350,027 | 4,310,000 | — | 106,012 | 15,829,794 | | | 2023 | 1,322,500 | — | 5,544,337 | 1,662,525 | 3,000,000 | — | 123,073 | 11,652,435 | | | 2022 | 870,000 | 2,000,000 | 5,951,801 | 2,500,013 | 3,783,000 | — | 93,194 | 15,198,008 | | Sonia L. Coleman Senior Executive Vice President and Chief Human Resources Officer | 2024 | 881,250 | — | 3,178,176 | 1,059,377 | 2,000,000 | 415,283 | 28,354 | 7,562,440 | | | 2023 | 646,546 | — | 1,827,251 | 209,028 | 1,250,000 | 73,971 | 25,277 | 4,032,073 | | Kristina K. Schake5 Senior Executive Vice President and Chief Communications Officer | 2024 | 797,550 | — | 2,862,606 | 953,004 | 1,720,000 | — | 95,515 | 6,428,675 | | | 2023 | 755,346 | — | 1,390,327 | 462,210 | 1,250,000 | — | 114,188 | 3,972,071 | | | 2022 | 361,250 | 1,500,000 | 2,132,366 | 913,287 | 1,320,000 | — | 5,444 | 6,232,347 |
Fiscal 2024 Summary Compensation Table
1Stock awards for each fiscal year include awards subject to performance conditions that were valued based on the probability that performance targets will be achieved. For Mr. Iger, Mr. Gutierrez and Ms. Schake, fiscal 2024 includes $253,039, $556,163 and $3,615, respectively, related to the portion of awards from fiscal 2022 having ROIC targets, which were established on November 27, 2023. Assuming the highest level of performance conditions are achieved, the grant date stock awards values are outlined below:
Fiscal 2024 Summary Compensation Table
| Fiscal Year | Mr. Iger ($) | Mr. Johnston ($) | Mr. Lansberry ($) | Mr. Gutierrez ($) | Ms. Coleman ($) | Ms. Schake ($) | | 2024 | 31,810,946 | 15,674,205 | 1,236,011 | 11,636,454 | 4,744,272 | 4,275,056 | | 2023 | 33,073,344 | — | 1,383,396 | 8,817,198 | 2,270,390 | 2,149,166 | | 2022 | 7,489,338 | — | — | 8,694,020 | — | 2,143,642 |
Fiscal 2024 Summary Compensation Table
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Fiscal 2024 Summary Compensation Table
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Fiscal 2024 Summary Compensation Table
2In fiscal 2020, Mr. Iger served as Chief Executive Officer until February 24, 2020, when he was appointed Executive Chairman. He retired from the Company on December 31, 2021 and on November 20, 2022, Mr. Iger again assumed the role of Chief Executive Officer. 3Mr. Johnston joined the Company on December 4, 2023. In connection with his hiring, Mr. Johnston received a cash sign-on bonus of $3,000,000, primarily to replace forgone compensation from his previous employer. 4On July 1, 2023, Mr. Lansberry began serving as Interim CFO, remaining in this role through the end of fiscal 2023 and until Hugh Johnston joined the Company on December 4, 2023. The amounts reported in the “All Other Compensation” and “Total” columns for fiscal 2023 include a reimbursement of tax liabilities associated with state tax equalization benefits of $60,085. This amount, which was paid in fiscal 2024 in respect of state tax equalization benefits provided to Mr. Lansberry in fiscal 2023, was not reported in the prior year’s proxy statement. 5For Ms. Schake, the amounts reported in the “All Other Compensation” and “Total” columns for fiscal 2023 include a reimbursement of tax liabilities associated with relocation benefits of $27,290. This amount, which was paid in fiscal 2024 in respect of relocation benefits provided to Ms. Schake in fiscal 2023, was not reported in the prior year’s proxy statement. 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 RSUs and PBUs 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. For PBUs subject to the TSR performance test, the grant date fair value was further adjusted to reflect the fact that the number of shares received on vesting varies based on the level of performance achieved, which was determined using a Monte Carlo simulation that determines the probability that the performance targets will be achieved. The assumptions used in estimating the fair value of the RSUs and PBUs are set forth in footnote 12 to the Company’s Audited Financial Statements for fiscal 2024. The grant date fair value of the RSUs and PBUs granted during fiscal 2024 is included in the Fiscal 2024 Grants of Plan-Based Awards Table. In fiscal 2024, the Company amended Mr. Lansberry’s outstanding RSUs to provide that these awards will be eligible for continued vesting for three months following an involuntary termination of employment, except in cases of poor performance or misconduct, which did not result in any incremental fair value with respect to these awards. 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 12 to the Company’s Audited Financial Statements for fiscal 2024. The grant date fair value of the options granted during fiscal 2024 is also included in the Fiscal 2024 Grants of Plan-Based Awards Table. 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 section above titled “— Compensation Discussion and Analysis — Executive Compensation Program Overview — Objectives and Key Features,” and the determination of performance-based bonuses for fiscal 2024 is described in the section above titled “— Compensation Discussion and Analysis — Fiscal 2024 Compensation Decisions.” Change in Pension Value and Non-Qualified 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 NEO’s age and additional earned benefits as a result of an additional year of service. The discount rate used pursuant to pension accounting rules to calculate the present value of future payments for fiscal 2022 was 5.44%, for fiscal 2023 was 5.94% and for fiscal 2024 was 5.06%. 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. As Mr. Gutierrez and Ms. Schake joined the Company in 2022, and Mr. Johnston in 2023, they are not eligible for the Company’s defined benefit pension. Mr. Lansberry was credited with earnings on deferred compensation as disclosed below under “— Fiscal 2024 Non-Qualified 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: •the incremental cost to the Company of perquisites and other personal benefits; •tax reimbursement related to relocation benefits and state tax equalization benefits; •the amount of Company contributions to employee savings plans; •the dollar value of insurance premiums paid by the Company with respect to excess liability insurance for the NEOs; and •the dollar amount of matching charitable contributions made to charities pursuant to the Company’s charitable matching gifts program, which is available to all regular U.S. employees with at least one year of service.
Fiscal 2024 Summary Compensation Table
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Fiscal 2024 Summary Compensation Table
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Fiscal 2024 Summary Compensation Table
The dollar amount of tax reimbursement related to relocation expenses and state tax equalization benefits in fiscal 2024 was $15,446 for Mr. Johnston and $53,843 for Mr. Lansberry. The dollar amount of matching charitable contributions in fiscal 2024 was $35,000 for Mr. Iger, $19,050 for Mr. Gutierrez and $1,000 for Ms. Schake. The dollar amount the Company contributed to both the Disney Retirement Savings Plan and Key Employee Retirement Savings Plan (for Mr. Iger, Mr. Gutierrez and Ms. Schake) in fiscal 2024 was $90,675 for Mr. Iger, $60,450 for Mr. Gutierrez and $60,450 for Ms. Schake. The Retirement Savings Plan is a defined contribution plan for eligible salaried employees funded by the Company. After a year of service, the Company will make quarterly contributions based on a combination of age and years of service and eligible pay. The Key Employee Retirement Savings Plan is a defined contribution plan funded by the Company. The Plan is a non-qualified plan under IRS regulations that is intended to restore or replace certain benefits that cannot be provided under the qualified Retirement Savings Plan due to IRS compensation limits. 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 their duties. The following table sets forth the incremental cost to the Company of each other perquisite and other personal benefit that exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for an NEO in fiscal 2024.
Fiscal 2024 Summary Compensation Table
| Name | Personal Air Travel ($) | Security ($) | Relocation ($) | Other ($) | Total ($) | | Robert A. Iger | 523,685 | 1,436,003 | — | 51,056 | 2,010,744 | | Hugh F. Johnston | — | — | 67,518 | 14,927 | 82,445 | | Kevin A. Lansberry | — | — | 20,514 | 8,460 | 28,974 | | Horacio E. Gutierrez | — | — | — | 16,863 | 16,863 | | Sonia L. Coleman | — | — | — | 19,008 | 19,008 | | Kristina K. Schake | — | — | 6,464 | 14,400 | 20,864 |
Fiscal 2024 Summary Compensation Table
The incremental cost to the Company of the items specified above was determined as follows: •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 an NEO 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. Our CEO is required for security reasons to use corporate aircraft for all personal travel. •Security: the actual costs incurred by the Company for providing security services and equipment. •Relocation: the actual amount provided to accommodate the cost expended by Mr. Johnston, Ms. Schake and Mr. Lansberry with regard to their relocations. The “Other” column in the table above reflects the incremental cost to the Company of vehicle benefits, including a fixed monthly payment to offset the costs of owning and maintaining an automobile, personal air travel (except for personal air travel that 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. The Company provides employees with benefits and perquisites based on competitive market conditions. All salaried employees, including the NEOs, receive the following benefits: (i) health care coverage; (ii) life and disability insurance protection; (iii) reimbursement of certain educational expenses; (iv) access to favorably priced group insurance coverage; (v) Company matching of gifts of up to $25,000 per employee (and $50,000 per Senior Executive Vice President and Chairman directly reporting to the CEO) each calendar year to qualified charitable organizations; and (vi) complimentary streaming subscription for the ad-supported Disney Bundle. Additionally, employees at the vice president level and above, including NEOs, receive the following benefits, each of which involved no incremental cost to the Company: (i) complimentary access to the Company’s theme parks and some resort facilities; (ii) discounts on Company merchandise and resort facilities; and (iii) personal use of tickets acquired by the Company for business entertainment when they become available because no business use has been arranged.
Fiscal 2024 Summary Compensation Table
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Fiscal 2024 Summary Compensation Table
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Fiscal 2024 Grants of Plan-Based Awards Table
Fiscal 2024 Grants of Plan-Based Awards Table The following table provides information concerning the range of awards available to the NEOs under the Company’s annual performance-based bonus program for fiscal 2024 and information concerning the options, RSUs and PBUs granted to the NEOs during fiscal 2024. Additional information regarding the amounts reported in each column follows the table.
Fiscal 2024 Grants of Plan-Based Awards Table
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Closing Price of Shares Underlying Options ($) | Grant Date Fair Value of Stock and Option Awards1 ($) | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Robert A. Iger | 12/15/23 | 12/15/23 | | | | | | | | 374,417 | 93.44 | 93.46 | 12,000,027 | | (A) | 12/15/23 | 12/15/23 | | | | 83,758 | 167,515 | 335,030 | | | | | 18,000,040 | | (B) | 11/27/23 | 11/27/23 | | | | 1,330 | 2,660 | 5,320 | | | | | 253,039 | | | | | 1,750,000 | 5,000,000 | 10,000,000 | | | | | | | | | | Hugh F. Johnston | 12/15/23 | 12/15/23 | | | | | | | | 109,205 | 93.44 | 93.46 | 3,500,009 | | | 12/15/23 | 12/15/23 | | | | | | | 37,458 | | | | 3,500,038 | | (A) | 12/15/23 | 12/15/23 | | | | 32,573 | 65,145 | 130,290 | | | | | 7,000,045 | | | | | 1,400,000 | 4,000,000 | 8,000,000 | | | | | | | | | | Kevin A. Lansberry | 12/15/23 | 12/15/23 | | | | | | | | 16,528 | 93.44 | 93.46 | 529,721 | | | 12/15/23 | 12/15/23 | | | | | | | 13,228 | | | | 1,236,011 | | | | | 202,125 | 577,500 | 1,155,000 | | | | | | | | | | Horacio E. Gutierrez | 12/15/23 | 12/15/23 | | | | | | | | 73,324 | 93.44 | 93.46 | 2,350,027 | | | 12/15/23 | 12/15/23 | | | | | | | 25,151 | | | | 2,350,084 | | (A) | 12/15/23 | 12/15/23 | | | | 21,870 | 43,740 | 87,480 | | | | | 4,700,007 | | (B) | 11/27/23 | 11/27/23 | | | | 2,923 | 5,847 | 11,693 | | | | | 556,163 | | | | | 1,050,000 | 3,000,000 | 6,000,000 | | | | | | | | | | Sonia L. Coleman | 12/15/23 | 12/15/23 | | | | | | | | 33,054 | 93.44 | 93.46 | 1,059,377 | | | 12/15/23 | 12/15/23 | | | | | | | 11,338 | | | | 1,059,411 | | (A) | 12/15/23 | 12/15/23 | | | | 9,859 | 19,718 | 39,436 | | | | | 2,118,764 | | | | | 485,625 | 1,387,500 | 2,775,000 | | | | | | | | | | Kristina K. Schake | 12/15/23 | 12/15/23 | | | | | | | | 29,735 | 93.44 | 93.46 | 953,004 | | | 12/15/23 | 12/15/23 | | | | | | | 10,199 | | | | 952,984 | | (A) | 12/15/23 | 12/15/23 | | | | 8,869 | 17,738 | 35,476 | | | | | 1,906,007 | | (B) | 11/27/23 | 11/27/23 | | | | 19 | 38 | 76 | | | | | 3,615 | | | | | 421,785 | 1,205,100 | 2,410,200 | | | | | | | | |
Fiscal 2024 Grants of Plan-Based Awards Table
1Stock awards for fiscal 2024 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 $31,810,946, $12,174,167, $9,286,370, $3,684,860 and $3,322,072 for Mr. Iger, Mr. Johnston, Mr. Gutierrez, Ms. Coleman and Ms. Schake, respectively, for the performance-based awards made on November 27, 2023 (for Mr. Iger, Mr. Gutierrez and Ms. Schake) and December 15, 2023 (for Mr. Iger, Mr. Johnston, Mr. Gutierrez, Ms. Coleman and Ms. Schake). Grant Date. The Compensation Committee made the annual grant of stock options, RSUs and PBUs for fiscal 2024 on December 15, 2023 for those executives serving as NEOs at that date. With respect to the ROIC portion of fiscal 2022 PBUs, because ROIC targets for fiscal 2024 were set on November 27, 2023, for purposes of the above table, ROIC portions were considered granted on that date. Based on the Company’s fiscal 2024 ROIC, 137.72% of the reported portion of fiscal 2022 awards will vest. A portion of the fiscal 2024 PBUs granted on December 15, 2023 are subject to the ROIC performance test, as described below. Estimated Future Payouts Under Non-Equity Incentive Plan Awards. As described in the section above titled “— Compensation Discussion and Analysis — Fiscal 2024 Compensation Decisions — Annual Incentive Plan,” 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 OPFs 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.
Fiscal 2024 Grants of Plan-Based Awards Table
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Fiscal 2024 Grants of Plan-Based Awards Table
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Fiscal 2024 Grants of Plan-Based Awards Table
As addressed in the discussion of the section above titled “— Compensation Discussion and Analysis — Fiscal 2024 Compensation Decisions — Annual Incentive Plan,” 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. As Mr. Lansberry served as Interim CFO for a portion of fiscal 2024 on an at-will basis, his target is prorated between his Interim CFO bonus and his EVP-level bonus amount based on the portion of the year he served in either role. These columns show 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 2024 are set forth in the “Non-Equity Incentive Plan Compensation” column of the section above titled “— Compensation Tables — Fiscal 2024 Summary Compensation Table.” Estimated Future Payouts Under Equity Incentive Plan Awards. These columns set forth the number of PBUs awarded to the NEOs during fiscal 2024 that vest subject to the performance measures described below. These include PBUs awarded to each of the NEOs then serving as an executive officer as part of the annual grant in December 2023 and, for Mr. Iger, Mr. Gutierrez, and Ms. Schake, when fiscal 2024 ROIC targets were set with respect to fiscal 2022 grants in November 2023. The vesting dates for all of the outstanding PBUs held by the NEOs as of the end of fiscal 2024 are set forth in the “Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table” below. All units in Row (A) are subject to the following vesting conditions: 50% of the units are subject to a TSR performance measure and 50% of the units are subject to an ROIC performance measure. •For the half of the units subject to the TSR performance measure: ◦None of the units related to this measure vest if the Company’s TSR is below the 25th percentile of the S&P 500 for that measure. ◦If the Company’s TSR is at or above the 25th 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 25th percentile) to 100% of the target number related to that measure (at the 55th percentile) to 200% of the target number related to that measure (at or above the 75th percentile) (in each case, plus dividend equivalent units). •For the half of the units subject to the ROIC performance measure: ◦None of the PBUs related to this measure vest if the Company’s fiscal year ROIC performance in the applicable performance period is below the threshold of target ROIC. ◦If the Company’s ROIC is above the threshold in the three-year period for awards made on December 15, 2023, 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 200% of the target number related to that measure (exceeds maximum) (in each case, plus dividend equivalent units). All units in Row (B) are subject only to an ROIC test. •None of the units related to this measure will vest if the Company’s fiscal year ROIC performance in each of the applicable performance periods is below the threshold of target ROIC. •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 200% of the target number related to that measure (exceeds maximum) (in each case, plus dividend equivalent units). The number of units that will vest on the vesting date is based on the average ROIC performance of the three one-year performance periods of the award. See the section above titled “— Compensation Discussion and Analysis — Executive Compensation Program Overview — Compensation at Risk” for a discussion of how ROIC for the Company is calculated. 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 Stock Awards: Number of Shares of Stock or Units. This column sets forth the number of time-based RSUs awarded to the NEOs during fiscal 2024. For all executive officers that received RSUs, awards were made on December 15, 2023. The vesting dates for these RSUs are set forth in the “Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table” below.
Fiscal 2024 Grants of Plan-Based Awards Table
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 61 |
Fiscal 2024 Grants of Plan-Based Awards Table
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Fiscal 2024 Grants of Plan-Based Awards Table
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 then serving as an executive officer as part of the annual grant in December 2023. The vesting dates for these options are set forth in the “Fiscal 2024 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 2024 calculated in accordance with applicable accounting requirements. The grant date fair value of all RSUs, PBUs and options is determined as described in the sections titled “Stock Awards” and “Option Awards” following the Summary Compensation Table above. In fiscal 2024, the Company amended Mr. Lansberry’s outstanding RSUs to provide that these awards will be eligible for continued vesting for three months following an involuntary termination of employment, except in cases of poor performance or misconduct, which did not result in any incremental fair value with respect to these awards.
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information concerning outstanding unexercised options and unvested RSUs and PBUs held by the NEOs as of September 28, 2024. Additional information regarding the amounts reported in each column follows the table.
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table
| | Option Awards (A) | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | | | | | | Equity Incentive Plan Awards | | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units That Have Not Vested (B) (#) | Market Value of Units That Have Not Vested (C) ($) | Number of Unearned Units That Have Not Vested (D) (#) | Market Value of Unearned Units That Have Not Vested (C) ($) | | Robert A. Iger | 12/18/2014 | 372,412 | — | 92.24 | 12/18/2024 | — | — | — | — | | | 12/17/2015 | 271,331 | — | 113.23 | 12/17/2025 | — | — | — | — | | | 12/21/2016 | 321,694 | — | 105.21 | 12/21/2026 | — | — | — | — | | | 12/19/2017 | 295,237 | — | 111.58 | 12/19/2027 | — | — | — | — | | | 12/19/2018 | 291,891 | — | 110.54 | 12/19/2028 | — | — | — | — | | | 3/21/2019 | 46,803 | — | 109.26 | 3/21/2029 | — | — | — | — | | | 12/17/2019 | 263,683 | — | 148.04 | 12/17/2029 | — | — | — | — | | | 12/17/2020 | 166,896 | — | 173.40 | 12/17/2030 | — | — | — | — | | | 12/14/2021 | 33,499 | 16,750 | 150.07 | 12/14/2031 | 11,553 | 1,109,249 | 7,867 | 755,311 | | | 11/20/2022 | 92,900 | 185,799 (E) | 92.04 | 11/20/2032 | 83,809 | 8,046,474 | 85,712 (F) | 8,229,161 | | | 12/15/2023 | — | 374,417 | 93.44 | 12/15/2033 | — | — | 168,353 | 16,163,572 | | Hugh F. Johnston | 12/15/2023 | — | 109,205 | 93.44 | 12/15/2033 | 37,645 | 3,614,296 | 65,471 | 6,285,871 |
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table
| 62 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table
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Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table
| | Option Awards (A) | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | | | | | | Equity Incentive Plan Awards | | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units That Have Not Vested (B) (#) | Market Value of Units That Have Not Vested (C) ($) | Number of Unearned Units That Have Not Vested (D) (#) | Market Value of Unearned Units That Have Not Vested (C) ($) | | Kevin A. Lansberry | 12/21/2016 | 2,555 | — | 105.21 | 12/21/2026 | — | — | — | — | | | 12/19/2017 | 6,426 | — | 111.58 | 12/19/2027 | — | — | — | — | | | 12/19/2018 | 12,633 | — | 110.54 | 12/19/2028 | — | — | — | — | | | 12/17/2019 | 15,404 | — | 148.04 | 12/17/2029 | — | — | — | — | | | 12/17/2020 | 4,490 | — | 173.40 | 12/17/2030 | — | — | — | — | | | 3/8/2021 | 3,608 | — | 198.41 | 3/8/2031 | — | — | — | — | | | 6/22/2021 | 4,773 | — | 173.53 | 6/22/2031 | — | — | — | — | | | 12/14/2021 | 8,655 | 1,731 (G) | 150.07 | 12/14/2031 | 1,247 (G) | 119,724 | — | — | | | 12/15/2022 | 3,706 | 3,706 (H) | 91.62 | 12/15/2032 | 3,157 (H) | 303,104 | — | — | | | 12/15/2022 | 599 | 600 (H) | 91.62 | 12/15/2032 | 509 (H) | 48,869 | — | — | | | 7/17/2023 | 2,774 | 5,550 (I) | 86.90 | 7/17/2033 | 4,612 (I) | 442,798 | — | — | | | 7/17/2023 | 448 | 898 (I) | 86.90 | 7/17/2033 | 745 (I) | 71,527 | — | — | | | 12/15/2023 | 2,754 | 13,774 (J) | 93.44 | 12/15/2033 | 11,079 (J) | 1,063,695 | — | — | | Horacio E. Gutierrez | 3/8/2022 | 38,421 | 19,211 (G) | 132.39 | 3/8/2032 | 32,349 (G) | 3,105,828 | 17,691 (K) | 1,698,513 | | | 12/15/2022 | 16,098 | 32,194 | 91.62 | 12/15/2032 | 12,218 | 1,173,050 | 33,245 | 3,191,852 | | | 12/15/2023 | — | 73,324 | 93.44 | 12/15/2033 | 25,276 | 2,426,749 | 43,959 | 4,220,504 | | Sonia L. Coleman | 12/19/2018 | 1,742 | — | 110.54 | 12/19/2028 | — | — | — | — | | | 12/17/2019 | 6,602 | — | 148.04 | 12/17/2029 | — | — | — | — | | | 12/17/2020 | 2,155 | — | 173.40 | 12/17/2030 | — | — | — | — | | | 3/8/2021 | 1,732 | — | 198.41 | 3/8/2031 | — | — | — | — | | | 6/22/2021 | 2,291 | — | 173.53 | 6/22/2031 | — | — | — | — | | | 12/14/2021 | — | — | — | — | 1,346 (G) | 129,229 | — | — | | | 12/15/2022 | — | — | — | — | 2,478 (H) | 237,913 | — | — | | | 12/15/2022 | — | — | — | — | 826 (H) | 79,304 | — | — | | | 6/23/2023 | 2,218 | 4,436 | 88.00 | 6/23/2033 | 1,595 | 153,136 | 4,933 | 473,617 | | | 7/17/2023 | — | — | — | — | 3,485 (I) | 334,595 | — | — | | | 7/17/2023 | — | — | — | — | 1,162 (I) | 111,564 | — | — | | | 12/15/2023 | — | 33,054 | 93.44 | 12/15/2033 | 11,394 | 1,093,938 | 19,816 | 1,902,534 | | Kristina K. Schake | 6/27/2022 | 16,969 | 8,485 (L) | 97.02 | 6/27/2032 | 7,284 (L) | 699,337 | — | — | | | 9/28/2022 | 242 | 121 | 97.66 | 9/28/2032 | 216 | 20,747 | 117 (M) | 11,185 | | | 12/15/2022 | 4,476 | 8,950 | 91.62 | 12/15/2032 | 3,395 | 325,954 | 9,242 | 887,324 | | | 12/15/2023 | — | 29,735 | 93.44 | 12/15/2033 | 10,250 | 984,103 | 17,826 | 1,711,474 |
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 63 |
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table
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Fiscal 2024 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 could be acquired upon exercise of outstanding options at the end of fiscal 2024. The vesting schedule for each option with unexercisable shares is described under “Vesting Schedule” below. The vesting of options held by the NEOs may be accelerated in the circumstances described under the section below titled “— Potential Payments and Rights on Termination or Change in Control.” 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 RSUs to each officer that is not subject to performance vesting conditions and each grant of PBUs for which the relevant performance period has ended as of the end of fiscal 2024. The number of shares includes dividend equivalent units that have accrued for dividends payable through September 28, 2024. 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 September 27, 2024, the last trading day of the Company’s fiscal year. The vesting schedule for each grant is described under “Vesting Schedule” below, with grants identified by the letter following the number of shares underlying the grant. Vesting of RSUs held by NEOs may be accelerated in the circumstances described under the section below titled “— Potential Payments and Rights on Termination or Change in Control.” Number; Market Value of Unearned Units That Have Not Vested. These columns set forth the target number and market value, respectively, of shares of the Company’s common stock underlying each PBU award held by each NEO that is subject to performance-based vesting conditions as of fiscal year end. The number of shares includes dividend equivalent units that have accrued for dividends payable through September 28, 2024. 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 September 27, 2024, the last trading day of the Company’s fiscal year. The vesting schedule and performance measures are described in “Vesting Schedule” below. Vesting of PBUs held by NEOs may be accelerated in the circumstances described under the section below titled “— Potential Payments and Rights on Termination or Change in Control.” Vesting Schedule. The options reported above that are not yet exercisable and RSU and PBU awards that have not yet vested are scheduled to become exercisable and vest as set forth below. (A)Unless otherwise noted, stock options will vest one-third on each of the first three anniversaries of the grant date. (B)Unless otherwise noted, RSUs will vest one-third on each of the first three anniversaries of the grant date. This column also includes the number of PBUs for which the ROIC performance condition was satisfied but that remained unvested as of the end of fiscal 2024. PBUs will vest on the schedule set forth in the footnotes below. (C)Amounts may not sum to total due to rounding. (D)Unless otherwise noted, PBUs will cliff vest on the third anniversary of the grant date, based on 3-year TSR versus S&P 500 and absolute ROIC tests (ROIC targets are set each fiscal year for awards made in fiscal 2022, with performance against target averaged at the end of the 3-year period; 3-year ROIC targets are set for awards made in in December 2022, June 2023, and December 2023). (E)Unvested stock options will vest on December 31, 2024, the expiration date of Mr. Iger’s initial employment agreement, pursuant to the terms of the option agreement. (F)PBUs will cliff vest on November 20, 2024, based on 2-year TSR versus S&P 500 and absolute ROIC test for the fiscal years in the 2-year period. (G)Unvested options and/or RSUs will vest on December 14, 2024. (H)Unvested options and/or RSUs will vest one-third on December 15, 2024, June 15, 2025 and December 15, 2025. (I)Unvested options and/or RSUs will vest one-fourth on January 17, 2025, July 17, 2025, January 17, 2026 and July 17, 2026. (J)Unvested options and/or RSUs will vest one-fifth on December 15, 2024, June 15, 2025, December 15, 2025, June 15 2026, and December 15, 2026. (K)PBUs will cliff vest on December 14, 2024, based on 3-year TSR versus S&P 500 and absolute ROIC tests for each of the fiscal years in the 3-year period (ROIC targets set each year, with performance against target averaged at the end of the 3-year period). (L)Unvested options and/or RSUs will vest one-half on December 27, 2024, and June 27, 2025. (M)PBUs will cliff vest on September 28, 2025, based on 3-year TSR versus S&P 500 and absolute ROIC tests for fiscal years 2022, 2023 and 2024 (ROIC targets set each year, with performance against target averaged at the end of the 3-year period).
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table
| 64 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table
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Vesting of Equity
Vesting of Equity Options, RSUs and PBUs 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: •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. •RSUs and PBUs continue to vest following retirement according to the original vesting schedule, but vesting remains subject to any applicable performance conditions. The extended vesting and exercisability is not available to certain employees outside the United States. The vesting of options, RSUs and PBUs is generally subject to continued employment by the NEO. For those executive officers with employment agreements, options, RSUs and PBUs 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, RSUs and PBUs 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, RSUs and PBUs 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.
Fiscal 2024 Option Exercises and Stock Vested Table
Fiscal 2024 Option Exercises and Stock Vested Table The following table provides information concerning the exercise of options and vesting of RSU and PBU awards held by the NEOs during fiscal 2024.
Fiscal 2024 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Robert A. Iger | — | — | 34,908 | 3,261,256 | | Hugh F. Johnston | — | — | — | — | | Kevin A. Lansberry | — | — | 14,803 | 1,442,358 | | Horacio E. Gutierrez | — | — | 12,343 | 1,156,974 | | Sonia L. Coleman | — | — | 15,428 | 1,569,940 | | Kristina K. Schake | — | — | 8,959 | 857,786 |
Fiscal 2024 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.
Fiscal 2024 Option Exercises and Stock Vested Table
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 65 |
Fiscal 2024 Option Exercises and Stock Vested Table
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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. The early retirement reduction is 50% at age 55, decreasing to 0% at age 65. In calendar year 2024, the maximum compensation limit under a tax-qualified plan was $345,000 and the maximum annual benefit that may be accrued under a tax-qualified defined benefit plan was $275,000. The Company maintains a supplemental non-qualified, unfunded plan, the Amended and Restated Key Plan, which provides to key salaried employees the retirement benefits that cannot be provided under our tax-qualified plans because of these limitations and certain other limitations applicable to qualified plans. Under this plan, benefits are calculated in the same manner as under the Disney Salaried Pension Plan D (with the amounts payable offset by the benefits that are provided under the qualified plans), including the differences in benefit determination for years before and after January 1, 2012, described above, except as follows: •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 •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.
Pension Benefits
| 66 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Pension Benefits
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Pension Benefits
Company employees who either transferred to the Company from ABC, Inc. after the Company’s acquisition of ABC or worked for a legacy ABC company (e.g., ESPN) are also eligible to receive benefits under the Disney Salaried Pension Plan A (formerly known as the ABC, Inc. Retirement Plan) and a Benefit 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 received credited years of service under those plans for the years prior to the Company’s acquisition 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 transferred from ABC and, as such, receives a pension benefit under the Disney plans to bring his total benefit up to the amount he would have received if all his 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. The Company also maintains the Disney Associated Companies’ Retirement Plan for certain hourly, union employees. Prior to 2005, hourly non-union employees could participate if they satisfied the participant requirements. Benefits under the Disney Associated Companies’ Retirement Plan are determined by a participant’s Credited Years of Service and Credited Hours of Service according to the schedule which applies to their employee group. Mr. Lansberry had 2 years of service, with 2,389 hours, under the Disney Associated Companies’ Retirement Plan from 1986 to 1988 before becoming eligible for the Disney Salaried Plan D. As of the end of fiscal 2024, Mr. Lansberry was eligible for early retirement; Mr. Iger initially retired from the Company on December 31, 2021, at which point his accrued benefits were finalized.
Fiscal 2024 Pension Benefits Table
Fiscal 2024 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.
Fiscal 2024 Pension Benefits Table
| Name | Plan Name | Number of Years of Credited Service at Fiscal Year-End (#) | Present Value of Accumulated Benefit at Fiscal Year-End1 ($) | | Payments During Last Fiscal Year1 ($) | | Robert A. Iger | Disney Salaried Pension Plan D | 22 | | 1,465,979 | 108,751 | | | Disney Amended and Restated Key Plan | 22 | | 11,839,854 | 840,597 | | | Disney Salaried Pension Plan A | 25 | | 715,337 | 53,148 | | | Benefit Equalization Plan of ABC, Inc. | 25 | | 5,647,579 | 400,404 | | | | | Total | 19,668,749 | 1,402,900 | | Kevin A. Lansberry | Disney Salaried Pension Plan D | 37 | | 2,899,434 | — | | | Disney Amended and Restated Key Plan | 37 | | 2,022,377 | — | | | Disney Associated Companies’ Retirement Plan | 2 | | 3,810 | — | | | | | Total | 4,925,621 | — | | Sonia L. Coleman | Disney Salaried Pension Plan D | 17 | | 630,266 | — | | | Disney Amended and Restated Key Plan | 17 | | 786,540 | — | | | | | Total | 1,416,806 | — |
Fiscal 2024 Pension Benefits Table
1Amounts may not sum to total due to rounding.
Fiscal 2024 Pension Benefits Table
| The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement | 67 |
Fiscal 2024 Pension Benefits Table
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Fiscal 2024 Pension Benefits Table
These present values assume that each NEO retires at age 65 (or their age on September 28, 2024, 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 September 28, 2024, if older) for purposes of the Disney Salaried Pension Plan A and the 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 5.06% discount rate assumption set forth in footnote 10 to the Company’s Audited Financial Statements for fiscal 2024 and using actuarial factors including Pri-2012 annuitant mortality table, projected generationally with a modified version of the MP-2021 scale for males and females. The present values reported in the table are not available as lump sum payments under the plans.
Fiscal 2024 Non-Qualified Deferred Compensation Table
Fiscal 2024 Non-Qualified Deferred Compensation Table Under the Company’s Non-Qualified Deferred Compensation Plan, U.S.-based executives at the level of 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 5.42% to 33.21% for the year ended September 28, 2024. The deferred amounts and any deemed earnings on the amounts are not actual investments and are obligations of the Company. Mr. Johnston participated in this plan in fiscal 2024 and his contributions and aggregate earnings during the fiscal year and aggregate balance at the end of the fiscal year are reflected in the table below. Mr. Johnston’s contributions represent deferred salary in the amount of $730,769 and bonus in the amount of $5,232,500. Mr. Lansberry had positive returns on the year, but did not make a contribution in fiscal 2024. The Key Employees Retirement Savings Plan is a defined contribution plan funded by the Company. The Plan is a non-qualified plan under IRS regulations that is intended to restore or replace certain benefits that cannot be provided under the qualified Retirement Savings Plan due to IRS compensation limits. Eligible pay under the Key Employees Retirement Savings Plan includes base salary, regular bonuses, overtime pay and commissions up to a $1,000,000 annual limit. The Company contributes 3%, 6% or 9% of eligible pay that exceeds the annual IRS compensation limit based on age and years of service as of the end of the plan year. Mr. Iger began participating in the plan when he was re-hired by the Company on November 20, 2022 and based on his age and service, he is eligible for a 9% contribution.
Fiscal 2024 Non-Qualified Deferred Compensation Table
| Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Robert A. Iger | — | 60,300 | 17,709 | — | 139,810 | | Hugh F. Johnston | 5,963,269 | — | 59,822 | — | 790,592 | | Kevin A. Lansberry | — | — | 691,129 | — | 3,297,548 | | Horacio E. Gutierrez | — | 40,200 | 4,813 | — | 45,013 | | Kristina K. Schake | — | 40,200 | 5,386 | — | 45,586 |
Fiscal 2024 Non-Qualified Deferred Compensation Table
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Fiscal 2024 Non-Qualified Deferred Compensation Table
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Fiscal 2024 Non-Qualified Deferred Compensation Table
Because the earnings accrued under these programs were not “above market” or preferential, these amounts are not reported in the “Fiscal 2024 Summary Compensation Table.” A portion of the executive contributions and aggregate balances at last fiscal year-end were however included in the Summary Compensation Table since fiscal 2022, as follows:
Fiscal 2024 Non-Qualified Deferred Compensation Table
| | | Amount Included in Summary Compensation Table | | | | | Name | Fiscal Year | Salary ($) | Non-Equity Incentive Plan ($) | All Other Compensation ($) | Total ($) | | Robert A. Iger | 2024 | — | — | 60,300 | 60,300 | | | 2023 | — | — | 62,550 | 62,550 | | | 2022 | — | — | — | — | | Hugh F. Johnston | 2024 | 730,769 | 5,232,500 | — | 5,963,269 | | Kevin A. Lansberry | 2024 | — | — | — | — | | | 2023 | — | — | — | — | | | 2022 | — | — | — | — | | Horacio E. Gutierrez | 2024 | — | — | 40,200 | 40,200 | | | 2023 | — | — | — | — | | | 2022 | — | — | — | — | | Kristina K. Schake | 2024 | — | — | 40,200 | 40,200 | | | 2023 | — | — | — | — | | | 2022 | — | — | — | — |
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 a 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 (with the exception of Mr. Lansberry, who is employed on an at-will basis). During fiscal 2024, the employment agreements with our applicable NEOs had the following end dates: December 31, 2026 for Mr. Iger, December 31, 2026 for Mr. Johnston, December 31, 2026 for Mr. Gutierrez, April 7, 2026 for Ms. Coleman and June 29, 2026 for Ms. Schake. The termination provisions included in our executive officers’ employment agreements 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: •death or disability; •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; •the Company’s termination of the executive for cause; or •expiration of an employment agreement, retirement or other voluntary termination. For any named executive officer who is not party to an employment agreement, restricted stock units granted after September 23, 2024, and for Mr. Lansberry, effective September 23, 2024, RSUs will continue to vest for three months following an involuntary termination of employment, except in cases of poor performance or misconduct. The compensation that each of our NEOs may receive under each of these termination circumstances is described below. In December 2023, the Compensation Committee adopted a cash severance policy pursuant to which the Company will not enter into any new agreement that provides, or amend any existing agreement to provide, any Section 16 officer of the Company the right to any cash severance payment that would exceed 2.99 times the sum of base salary plus target bonus for such officer unless such cash payment is approved by the Company’s shareholders.
Potential Payments and Rights on Termination or Change in Control
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Potential Payments and Rights on Termination or Change in Control
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Potential Payments and Rights on Termination or Change in Control
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 the section above titled “— Compensation Discussion and Analysis,” the future performance of the Company. Moreover, the value disclosed for the options, RSUs and PBUs 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, RSUs and PBUs continue to vest over time and in most cases are subject to the same performance measures that apply as if there had been no termination. 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 the “Fiscal 2024 Non-Qualified Deferred Compensation Table.” 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 the section above titled “— Pension Benefits,” which become payable to all participants who have reached retirement age. Because he has reached early retirement or retirement age under the plans, Mr. Lansberry would have been eligible to receive these benefits if his employment had terminated at the end of fiscal 2024, and Mr. Iger is already receiving these benefits as a result of his December 31, 2021 retirement. Because the pension benefits do not differ from those described under the section above titled “— 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.
DEATH AND DISABILITY
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TERMINATION PURSUANT TO COMPANY TERMINATION RIGHT OTHER THAN FOR CAUSE OR BY EXECUTIVE FOR GOOD REASON
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TERMINATION PURSUANT TO COMPANY TERMINATION RIGHT OTHER THAN FOR CAUSE OR BY EXECUTIVE FOR GOOD REASON
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EXPIRATION OF EMPLOYMENT TERM; RETIREMENT
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EXPIRATION OF EMPLOYMENT TERM; RETIREMENT
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Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth compensation information of our CEOs (Mr. Iger and Mr. Chapek) and our non-CEO NEOs and Company performance for the fiscal years listed below, in accordance with Item 402(v) of Regulation S-K.
Pay Versus Performance Table
| Fiscal Year | Summary Compensation Table Total for Mr. Iger1,2 ($) | Compensation Actually Paid to Mr. Iger1,3,4 ($) | Summary Compensation Table Total for Mr. Chapek5,6 ($) | Compensation Actually Paid to Mr. Chapek3,5 ($) | Average Summary Compensation Table Total for Non-CEO NEOs7,8 ($) | Average Compensation Actually Paid to Non-CEO NEOs3,7,9 ($) | Value of an initial $100 Investment Based on: | | GAAP Net Income ($ in millions)12 | Adjusted Total Segment Operating Income13 ($) | | | | | | | | | Total Shareholder Return10 ($) | Peer Group Total Shareholder Return10, 11 ($) | | | | 2024 | 41,114,015 | 40,704,301 | — | — | 11,776,689 | 11,779,931 | 78.96 | 179.61 | 5,773 | 15,601 | | 2023 | 31,587,166 | 21,754,776 | 9,940,392 | 6,153,457 | 8,359,567 | 6,086,670 | 66.14 | 128.26 | 3,390 | 12,863 | | 2022 | — | — | 24,183,003 | 2,102,205 | 11,755,869 | -10,064,462 | 76.97 | 96.74 | 3,505 | 12,121 | | 2021 | — | — | 32,464,293 | 41,482,221 | 20,269,748 | 44,993,365 | 143.62 | 131.00 | 2,507 | 4,055 |
Pay Versus Performance Table
1Mr. Iger has served as the Company’s CEO since November 20, 2022. Mr. Iger also served as Executive Chairman from February 24, 2020 until his retirement on December 31, 2021. Values shown relate to Mr. Iger’s service as CEO during fiscal 2024 and fiscal 2023. 2Represents the amount of total compensation reported for our CEO, Mr. Iger, in the “Total” column of the Summary Compensation Table for each of fiscal 2024 and fiscal 2023. 3We made certain assumptions in valuing equity for our compensation actually paid (“CAP”) calculations to determine the fair value or change in fair value as of the applicable year-end date. The assumptions used for each valuation date included stock price, risk-free rate, stock price volatility, expected exercise behavior and the probable outcome of any applicable performance conditions. These assumptions were determined based on the same methodologies as used to determine grant date fair values and were estimated in accordance with FASB ASC Topic 718. 4The dollar amounts reported in the “Compensation Actually Paid to Mr. Iger” column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the CEO during the fiscal year. These amounts reflect the amount set forth in the “Total” column of the Summary Compensation Table for the most recently completed fiscal year, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K. Amounts in the below reconciliation table may not sum to total due to rounding:
Pay Versus Performance Table
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Mr. Iger | Fiscal 2024 ($) | | Summary Compensation Table Total | 41,114,015 | | Minus: Aggregate Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | 30,253,106 | | Plus: Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | 28,615,518 | | Plus: Year-Over-Year Change in Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | 231,385 | | Plus: Fair Value at Vesting Date of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | Plus: Change in Fair Value as of Vesting Date (From the End of the Prior Fiscal Year) of Option and Stock Awards Granted in Any Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied at the End of or During Fiscal Year | 1,298,419 | | Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — |
Pay Versus Performance Table
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Pay Versus Performance Table
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Pay Versus Performance Table
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Mr. Iger | Fiscal 2024 ($) | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards in the Fiscal Year Not Otherwise Reflected in Total Compensation for the Fiscal Year | 193,212 | | Minus: Aggregate Change in Actuarial Present Value of Accumulated Pension Benefits From the Summary Compensation Table for the Fiscal Year | 495,142 | | Plus: Aggregate Pension Service Costs in Fiscal Year | — | | Compensation Actually Paid | 40,704,301 |
Pay Versus Performance Table
5Mr. Chapek served as the Company’s CEO during fiscal 2022 and fiscal 2021 until his separation during fiscal 2023. 6Represents the amount of total compensation reported for Mr. Chapek in the “Total” column of the Summary Compensation Table for each fiscal year presented. 7The individuals comprising the non-CEO NEOs are as follows: Fiscal 2024: Ms. Coleman, Mr. Johnston, Mr. Gutierrez, Mr. Lansberry, Ms. Schake Fiscal 2023: Ms. Coleman, Mr. Gutierrez, Mr. Lansberry, Christine McCarthy, Ms. Schake Fiscal 2022: Mr. Gutierrez, Mr. Iger, Ms. McCarthy, Geoffrey Morrell, Paul Richardson, Ms. Schake Fiscal 2021: Alan Braverman, Mr. Iger, Ms. McCarthy, Zenia Mucha, Jayne Parker 8Represents the average of the amounts of total compensation reported for our non-CEO NEOs, as a group, in the “Total” column of the Summary Compensation Table for each fiscal year presented. The value reported in this column for fiscal 2023 has been updated this year to account for an additional $60,085 in compensation reported in fiscal 2023 for Mr. Lansberry and an additional $27,290 in compensation reported in fiscal 2023 for Ms. Schake, each as described in footnotes 4 and 5, respectively, to the “Fiscal 2024 Summary Compensation Table.” 9The dollar amounts reported in the ”Average Compensation Actually Paid to Non-CEO NEOs” column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the non-CEO NEOs. These amounts reflect the average of the amounts set forth in the ”Total” column of the Summary Compensation Table for the most recently completed fiscal year and for fiscal 2023, as updated this year, for the applicable non-CEO NEOs, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K. Amounts in the below reconciliation table may not sum to total due to rounding:
Pay Versus Performance Table
| Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-CEO NEOs | Fiscal 2024 ($) | Fiscal 2023 ($) | | Summary Compensation Table Total | 11,776,689 | 8,359,567 | | Minus: Aggregate Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | 6,755,054 | 5,205,176 | | Plus: Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | 6,490,850 | 4,114,435 | | Plus: Year-Over-Year Change in Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | 201,218 | -1,075,192 | | Plus: Fair Value at Vesting Date of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 61,845 | 52,223 | | Plus: Change in Fair Value as of Vesting Date (From the End of the Prior Fiscal Year) of Option and Stock Awards Granted in Any Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied at the End of or During Fiscal Year | 204,972 | -170,899 | | Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards in the Fiscal Year Not Otherwise Reflected in Total Compensation for the Fiscal Year | 43,915 | -147 | | Minus: Aggregate Change in Actuarial Present Value of Accumulated Pension Benefits From the Summary Compensation Table for the Fiscal Year | 277,402 | 48,694 | | Plus: Aggregate Pension Service Costs in Fiscal Year | 32,898 | 60,552 | | Compensation Actually Paid | 11,779,931 | 6,086,670 |
Pay Versus Performance Table
10Values in these columns were calculated in the same manner as required under Item 201(e) of Regulation S-K. Total Shareholder Return (“TSR”) represents the cumulative return on a fixed investment of $100 in the common stock (including reinvested dividends) of (a) the Company and (b) our general industry peer group, respectively, for the period starting October 3, 2020, through the last day of the listed fiscal year. For purposes of calculating Peer Group TSR, we used the following peer companies from our general industry peer group for each fiscal year:
Pay Versus Performance Table
| 76 | The Walt Disney Company | Notice of 2025 Annual Meeting and Proxy Statement |
Pay Versus Performance Table
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Pay Versus Performance Table
–Fiscal 2024: Alphabet, Inc., Amazon.com, Inc., Apple, Inc., AT&T Inc., Charter Communications, Inc., Comcast Corporation, IBM Corporation, Meta Platforms, Inc., Microsoft Corporation, Netflix, Inc., NIKE, Inc., Oracle Corporation, Paramount Global, Salesforce, Inc., T-Mobile US, Inc., Verizon Communications Inc., Warner Bros. Discovery, Inc. For fiscal 2024, Salesforce was added due to its subscription-based technology focus and recurring revenue model, and T-Mobile US was added due to its continued valuation growth, comparable financial size and strong consumer focus. –Fiscal 2023: Alphabet, Inc., Amazon.com, Inc., Apple, Inc., AT&T Inc., Charter Communications, Inc., Comcast Corporation, IBM Corporation, Meta Platforms, Inc., Microsoft Corporation, Netflix, Inc., NIKE, Inc., Oracle Corporation, Paramount Global, Verizon Communications Inc., Warner Bros. Discovery, Inc. 11Peer Group TSR for each of fiscal years 2021, 2022, 2023 and 2024 was calculated using the fiscal 2024 general industry peer group identified in the immediately preceding footnote. Had the fiscal 2023 general industry peer group identified in the immediately preceding footnote been used for the four fiscal years instead, Peer Group TSR would have resulted in the following: 2024: $181.49 2023: $129.68 2022: $97.47 2021: $131.87 12Reflects net income calculated in accordance with generally accepted accounting principles (”GAAP”) in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for the applicable fiscal year. 13“Adjusted Total Segment Operating Income” consists of total segment operating income, as adjusted based on the Compensation Committee's evaluation against the bonus plan performance each fiscal year. ”Total segment operating income” consists of the total of segment operating income from each of our segments, which is equivalent to income from continuing operations before income taxes, adjusted for corporate and unallocated shared expenses, restructuring and impairment charges, A+E gain (for fiscal 2023), net other (income) expense, net interest expense, amortization of TFCF and Hulu intangible assets and fair value step-up on film and television costs and the impact of content license early terminations (for fiscal 2022). In addition, in fiscal 2021 the Committee adjusted actual total segment operating income to exclude the net benefits the Company received from timing variances related to the pandemic, such as savings from delayed programming and domestic parks operating efficiencies, partially offset by delays in park openings. We determined Adjusted Total Segment Operating Income to be the most important financial performance measure used to link Company performance to CAP to Mr. Iger and our non-CEO NEOs in fiscal 2024, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Description of Relationships
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