Disney Investor Presentation Deck slide image

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 3 ■ Dec. 2019 ■ 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 E L 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 5
View entire presentation