Disney Investor Presentation Deck slide image

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) LO 5
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