Nelson Peltz revealed which existing Disney board members he wants to oust in his proxy fight in a regulatory filing late Wednesday.
Petlz’ Trian Fund Management targeted Michael B.G. Froman, a Mastercard executive who has been on the board since 2018, and Maria Elena Lagomasino, the CEO of We Family Offices, which serves high-net-worth families, who has served on Disney’s board since 2015, as the two Peltz would like shareholders to oust and replace with himself and former Disney exec Jay Rasulo.
The vote will take place at The Walt Disney Co.’s virtual annual meeting this spring, a date for which has not been announced.
Peltz, who controls about $3 billion of Disney stock, maintains that the entertainment giant has underperformed and is pushing for widespread changes targeting “Netflix-like” returns for shareholders, arguing that the House of Mouse has “woefully underperformed its peers and its potential.”
Disney shares added 45 cents, less than 1%, to $96.51 in morning trading. The stock gained 6% in January and is trading at its highest point since May.
Trian targeted Forman “because he has no experience as a public company director outside of Disney and has spent most of the past 25 years of his career in fields which appear largely unrelated to Disney’s businesses: working as a federal trade representative, a national security advisor, and a financial executive,” Trian’s filing said.
Trian argued that Disney’s proxy statement identifies only “one skill that is central to Disney’s strategy.”
The proxy statement issued by Disney last month states that Froman’s experience in government, as the Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative provides the board with “strategic insight” on “complex international affairs.” And his work overseeing strategic growth and technology at Mastercard enables him to “offer guidance to the company on international markets in which we participate, factors affecting international trade and the balance of risks and opportunities in a dynamic marketplace, including digital governance issues and cybersecurity risks.”
The company’s filing said, “Froman’s perspective is particularly impactful given our strategic focus on innovation in changing markets and the global growth of our customer base.”
Froman took home $433,625, including $125,000 cash and the rest in stock awards, in 2023, according to the proxy.
Trian picked Lagomasino as its second target for similar reasons, stating in its filing “her background in wealth management also appears largely unrelated to Disney’s businesses and, like Mr. Froman, she only has one skill central to Disney’s strategy according to the company’s proxy statement.”
Lagomasino is “the founder of the Institute for the Fiduciary Standard and advisory board member of the Millstein Center for Global Markets and Corporate Ownership,” Disney’s proxy statement said, calling her “an expert in the field of governance and social thought leadership.”
She serves as chair of the company’s compensation committee, where she “focuses on overseeing the alignment of incentive structures with shareholder value creation and execution of long-term strategic priorities,” the proxy said, citing her “significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards.”
The longest serving director on Disney’s 11-member board, Lagomasino earned $396,730 last year, including $125,000 cash and the rest in stock awards, according to the proxy.
Forman and Lagomasino are also two of the three directors that Disney designated for having “formal service in an ESG thought leadership role.” General Motors CEO Mary Barra is the third.
Among Trian’s demands are for Disney’s board to develop a succession plan for CEO Bob Iger. Iger returned to the company as chief executive in 2022 after previously serving in the post for 15 years. He plans to retire in 2026.
Peltz also wants Disney to align compensation with the company’s performance, cut even more costs on top of the $5.5 billion and 7,000 jobs Iger slashed last year, and bring back Disney’s dividend by fiscal year 2025.
Early Thursday, Blackwells Capital, which has supported Disney in the fight with Trian, filed another proxy statement, this one supporting its nominations of former Warner Bros. and NBCUniversal executive Jessica Schell, Tribeca Film Festival co-founder Craig Hatkoff and TaskRabbit founder Leah Solivan for election to Disney’s board. It also called for the board to be expanded should any of Disney’s nominees not be elected, and for those nominees be named to the newly enlarged board.
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