Disney Investor Presentation Deck slide image

Disney Investor Presentation Deck

Compensation Committee Decisions Reflect Shareholder Feedback and COVID-19 Business Impact ■ ■ With thoughtful consideration of ongoing shareholder feedback and the impact of the COVID-19 pandemic on our businesses, the Compensation Committee made meaningful adjustments to CEO and NEO pay in FY2020 CEO Compensation Structure The Compensation Committee thoughtfully evaluated CEO compensation as part of the succession planning process Mr. Chapek's target compensation was set considerably below Mr. Iger's compensation, aligning it with the 25th percentile of industry peers¹ The Compensation Committee set Mr. Chapek's LTI mix so that 50% of the award is comprised of PBUS ■ In connection with his promotion to CEO, Mr. Chapek was granted a mix of PBUS*, restricted stock units and options (with majority in PBUS) to further align his target equity value with shareholder interests *PBU = Performance-based restricted stock units (PBUS) 1. See note 1 on slide 5 2. Effective with the payroll period commencing April 5, 2020 1 NEO Compensation Results The Committee made several adjustments to executive pay in light of the impact of COVID-19, including a temporary reduction to NEO base salaries (or in the case of Mr. Iger, $0 salary through the end of the fiscal year)2 and awarding $0 bonuses to NEOs for fiscal 2020 despite achievement of certain performance metrics ▪ 38% of the performance-based restricted stock grant vesting in December 2020 was orfeited based on three-year TSR and EPS, as compared to the S&P 500 ■ Performance-based restricted stock units granted in fiscal 2020 also resulted in no value related to the first year of the ROIC portion of the grant 7
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