Disney Investor Presentation Deck
Iterative CEO Compensation Changes Directly Address
Shareholder Feedback
1 Feedback: One-time performance-based equity award should have more rigorous
performance criteria
Changes to one-time performance-based equity award¹
Increased target to 65th percentile (from 50th) of S&P 500 over a 3-year period
Decreased payout at 25th percentile to 0% (from 50%)
Capped maximum payout at 125% of target (from 150%)
Capped payout at target in the event of negative TSR
Changes to future performance-based equity awards
Capped payout at target in the event of negative TSR
Nov. 2018
Mar. 2019
In light of investor feedback, the Compensation Committee made substantive changes to Mr. Iger's total potential
executive compensation on three separate occasions during and following fiscal 2019
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Dec. 2019
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2 Feedback: Increases in Mr. Iger's annual compensation that would have gone into effect
after the closing of the 21st Century Fox transaction were too large
Changes to annual compensation levels²
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Reduced total annual compensation by $13.5M
$500K base salary decrease
$8M target bonus opportunity decrease
$5M target long-term incentive award opportunity decrease
Reduced maximum opportunity for annual long-term performance awards
subject to a total shareholder return performance objective from 200% to 150%
Feedback: Mr. Iger's overall compensation levels remain high
Changes to quantum of Mr. Iger's overall compensation levels
Eliminated the $5M completion bonus that Mr. Iger would have received for
fulfilling his commitment to complete the July 2019 term of his employment as
outlined in his 2017 employment agreement amendment
Combined, these changes increased rigor of
performance criteria and decreased pay quantum
↑
Elevated rigor of relative TSR
performance measure
Decreased earning
opportunity at every point
below 60.5th percentile
Decreased total annual
compensation opportunity that
would have taken effect post-
21st Century Fox transaction
close by $13.5M
Additional $5M reduction to
what Mr. Iger's total
compensation would have been
¹ Held target value constant, which resulted in increased number of units to maintain the value of the award as of the date it was granted
2 For each year between the closing of the 21st Century Fox Transaction and 2021; reflects changes relative to those that would have taken effect upon the close of the 21st Century Fox transaction
LO
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