Disney CEO Bob Iger’s compensation totaled about $31.6 million for the company fiscal year ended Sept. 30. It includes most of the year. Iger returned to lead Disney in November of 2022.In a preliminary proxy statement filed with the SEC this afternoon, Disney also alerted shareholders to an upcoming annual meeting but didn’t provide the date, which will be forthcoming. The event looks set to be the scene of a nasty proxy battle with two sets of activist investors looking to seat outside directors on the board.Disney said in the filing, emphasized in separate press release, that it does not endorse the nominations of Nelson Peltz and James Rasulo put forth by Trian Fund Management, led by Peltz and backed by former Disney executive and shareholder Ike Perlmutter. Nor does the company endorse the nominations of Craig Hatkoff, Jessica Schell and Leah Solivan put forth for election as directors by another activist fund, Blackwells.The company formally urged shareholders not to vote for any of them and to support its own slate for election including Mary T. Barra, Safra A. Catz, Amy L. Chang, D. Jeremy Darroch, Carolyn N. Everson, Michael B.G. Froman, James P. Gorman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, Mark G. Parker, and Derica W. Rice.Peltz launched a proxy battle last year as well, with Perlmutter in the background, but retreated after Iger announced a sweeping restructuring. He seems more committed to follow through this time around. Disney has said that Perlmutter, terminated from his perch at Marvel earlier this year, has “a longstanding personal agenda against” Iger.“It’s not like we’ve got a number of empty seats — ‘Come on in join the Disney board. Have fun’,” said a somewhat irritated Iger at a conference in November. He said he’d asked the board to try to keep him out of the stew. “Don’t force me to take my eye off the ball and lose focus in terms of managing the company,” he said.Shareholder votes will decide. Looking to beef up support, Disney struck an agreement with another activist investor, ValueAct Capital Management, which has pledged to support the company’s board nominees.In the proxy, Disney laid out its reasoning for not supporting each activist nominee, one by one.“In deciding not to recommend Mr. Peltz, the directors considered a number of factors, including that in a two year quest for a seat on the Disney Board, Mr. Peltz had not actually presented a single strategic idea for Disney,” the company said. Also, “Mr. Peltz had no experience in a business that is primarily driven by creative talent and focused on delivering uniquely memorable customer experiences” and the fund manager’s partnership with Perlmutter, “who owns the lion’s share of the equity claimed by the Trian Group, and the complexity of Mr. Perlmutter’s history with Disney and Mr. Iger and other senior executives, created significant concern regarding how that partnership would impact Mr. Peltz’s agenda as a director.”It also slammed Rasulo as a candidate, saying that “after leaving Disney eight years earlier, Mr. Rasulo had no further executive role at any public company. It said “the media business, the impact of technology and the competitive universe had radically changed during that eight year period rendering his perspective on Disney stale and not relevant to the challenges of today” and that “an outdated perspective on the business would be damaging to the ongoing strategic transformation underway.”It also said the executive’s four years as a lead independent director of iHeartMedia “had not produced strong returns there” and noted risks in both his “close relationship with Mr. Perlmutter” and the fact that “he was passed over” as CEO in 2015 despite Perlmutter’s support, which “would likely inhibit Mr. Rasulo’s ability to work constructively with Mr. Iger and other executives at the Company with whom Mr. Perlmutter had clashed.”On pay, Iger’s included $16.1 million and $10 million in stock and option awards respectively, and non-equity incentive plan comp (like a cash bonus) of $2.1 million. His base salary was $865k.Proxies list compensation for a company’s top five highest paid executives and Disney’s pay table reflected recent turmoil in the executive ranks. Former CEO Bob Chapek is there, with $9 million for FY 2023. So is former CEO Christine McCarthy, who stepped down unexpectedly in June, as well as Kevin Lansberry, the Disney Parks CFO who was tapped as interim chief financial officer when McCarthy exited.Disney named PepsiCo vice chair and CFO Hugh Johnston as its new CFO in December.
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