Disney Investor Presentation Deck
History of Shareholder Engagement and Responsiveness
Culminating in Significant Compensation Changes
The Compensation Committee made changes to prior CEO pay on multiple occasions between fiscal 2019 and fiscal 2020
as a result of shareholder feedback, including Say-on-Pay votes, and designed the new CEO compensation program with
this feedback top of mind
SHAREHOLDER FEEDBACK
Enhance Performance Rigor. Mr. Iger's one-time
performance-based equity award should have more
rigorous performance criteria
Reduce Pay Quantum. Increases in Mr. Iger's annual
compensation going into effect after the closing of the
TFCF transaction were too large
Reduce Pay Quantum. Mr. Iger's overall compensation
levels remain high
Reduce Target CEO Compensation upon Succession.
New CEO compensation should be reset closer to peer
median
Reduce Overlapping Metrics in short- and long-term plan
and consider adding a capital return measure to the long-
term plan
2018
2019
2020
2021
1
RESPONSIVE ACTIONS TAKEN
Nov. 2018: Made several changes to one-time equity
award to enhance rigor, including raising target
performance to the 65th percentile and capping
payouts. Future performance-based equity awards also
capped.
Mar. 2019: Made several changes to annual compensation
levels that reduced total annual target compensation by
$13.5M
Dec. 2019: Reduced Mr. Iger's overall compensation level
by eliminating $5M completion bonus
Feb. 25 2020: 15 days before our 2020 annual meeting,
Bob Chapek succeeded Bob Iger as CEO and the
Compensation Committee reduced target CEO pay by
29% (or $10M), placing him at the 25th percentile of
peers¹
FY 2021: ROIC removed as annual bonus performance
metric; included as a PBU* metric in the long-term plan
The cumulative effect of shareholder feedback over the past several years has led to direct changes to our
CEO compensation structures to meaningfully reduce pay quantum, enhance performance rigor and reset
CEO target compensation levels
*PBU = Performance-based restricted stock units (PBUS)
1. Based on general industry peer group (GOOG, AAPL, T, CHTR, CSCO, CMCSA, DISCA, IBM, INTC, MSFT, NFLX, ORCL, VZ, VIAC) excluding CEOs with de-minimis total target compensation (FB, AMZN)
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