Deadline: Disney Ex-CEO Bob Chapek Made $24 Million in FY 2022; Bob Iger Comp Totaled $14 Million As Company Releases Latest Executive Pay

Story from Deadline:

Former Disney chief executive Bob Chapek earned $24 million in fiscal 2022, down sharply from $32 million the year before, the company revealed in its proxy Tuesday.

Chapek, who exited abruptly in November, is entitled to just over $6.5 million in remaining base salary through the scheduled expiration date of his employment agreement, just over $1 million equivalent to a pro-rated target bonus for fiscal 2023, as well as $12.6 million in restricted stock units. That’s a total exit payout of potentially $20.4 million.

Current CEO Bob Iger’s total package of $14.9 million compares with $45.8 million the previous year. Iger stepped down as CEO in Feb. of 2020 to become executive chairman.

The situation was a bit confusing, as per the board’s explanation, since it had just renewed Chapek’s contract in June.

“In June 2022, the Board agreed to extend Mr. Chapek’s employment agreement based on Mr. Chapek’s work navigating the Company through the unprecedented challenges of the pandemic and growing the Company’s streaming business. The Board continued to spend significant time discussing the leadership of the Company in the months that followed and determined that Mr. Chapek was no longer the right person to serve in the CEO role. The significant developments and change in the broader macroeconomic environment over this period informed how the Board viewed the appropriate leader in light of the rapidly evolving industry and market dynamics. The Board therefore concluded that, as Disney embarks on an increasingly complex period of industry transformation, Mr. Iger is best situated to lead the Company while an appropriate longer-term successor is identified. On November 20, 2022 (after fiscal 2022), the Board decided to exercise its right to terminate Mr. Chapek’s employment without cause.” That entitles him to above metioned payouts if he “successfully completes all of the terms of his post-employment consulting agreement and does not violate the terms of the employment agreement that survive his termination or the general release.” 6-Disney’s fiscal year ends Sept. 30.

Chapek’s package included: $2.5 million base salary; $10.8 million in stock awards; $8.5 million in options awards; and $6.75 million in non-equity incentive plan compensation (like a cash bonus).

Iger earned $1.1 million in base pay; $4.6 million in stock awards; $2.4 million in options awards; $4.34 million for the non-equity incentive plan; and $2.4 million in “other” compentsation.

Proxies lays out pay for a company’s highest paid corporate executives. As such, it noted CFO Christine McCarthy’s package totaled $20.2 million; General Counsel Horacio Gutierrez’ $15 million; HR chief Paul Richardson’s $5 million; and comms chief Kristina Schake $6.2 million.

Former head of corporate affairs Geoffrey Morell, who was hired in Jan of 2022 and terminated five months later, had a package worth $8.4 million. He’s entiled to $2.5 million in remaining base salary through the end of his original employment agreement, $1.5 million equivalent to a target 2022 bonus, and a buyout of the home he purchased in Southern California when he took the job. Disney said a hird-party vendor purchased the property on the company’s behalf in June of 2022 for the same price at which the property was originally purchased. Disney will go through the sale process and realize any gains or losses on the sale of the property.

The company, which is heading for a proxy fight with Trian Partners and its owner and activist investor Nelson Peltz, noted its annual meeting is set, as usual, for March, but didn’t provide a date. Peltz said he’ll be running for a board seat. Disney recommends shareholder vote him down. The activist investor also plans to submit a proposal that Disney revise its bylaws — for which the company also advises a no vote.

Trian bombarded Disney shareholders and CNBC viewers with degrees of company bashing all last week. Disney came out swinging itself in a statement earlier this morning, saying Peltz’ input would absolutely not be useful. It added a few more digs in the proxy, noting that: “In deciding not to recommend Mr. Peltz, the directors considered a number of factors, including that despite months of engagement, Mr. Peltz had not, and the Trian Group representatives at the meeting had not, actually presented a single strategic idea for Disney, that their assessment of Disney seemed oblivious to the secular change that had been ongoing in the media industry, as well as the impact of the pandemic on each part of the Company’s business from production, to exhibition, to leisure travel.”