Nelson Peltz Reveals Which Disney Board Members He Is Targeting
Activist investor Nelson Peltz has begun to tip his hand.
Peltz and Trian Management have launched a proxy fight to land two seats on The Walt Disney Company board. In addition to Peltz, Trian also wants Disney shareholders to elect former Disney CFO Jay Rasulo to the board.
Photo: restorethemagic.com
While Peltz’s desire for a Disney board seat has been clear for over a year now, today, Trian revealed the two board members it hopes to unseat.
Photographer: Patrick T. Fallon/Bloomberg via Getty Images
Trian is asking shareholders to withhold votes from Maria Elena Lagomasino and Michael Froman and instead vote for Peltz and Rasulo.
Peltz’s Argument Against Froman
In an SEC filing today, Trian said that Froman “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.”
Photo: Leading Authoritys
Froman, a top Mastercard executive, joined the Disney board in 2018.
“Given his broad experience and extraordinary career spanning both the public and private sectors, Mike brings a unique perspective that will be extremely valuable as we continue to build the future of Disney,” Bob Iger said at the time.
Photo: Council on Foreign Relations
Interestingly, Trian also targeted Froman’s seat during last year’s failed proxy battle.
Targeting Maria Elena Lagomasino
In regards to Lagomasino, the Peltz group stated that her “background in wealth management also appears largely unrelated to Disney’s businesses.”
The filing would then go on to attack Lagomasino’s record as a board member.
photo: Funds Society
“Furthermore, as a member of Disney’s Compensation Committee since 2015 and its Chair since 2019, Ms. Lagomasino has overseen a number of misaligned compensation practices, including the award of a massive compensation package to Mr. Iger in connection with the acquisition of Twenty-First Century Fox, and more recently, the approval of a fiscal year 2023 compensation program that we believe fails to align the compensation of Disney executives with the Company’s financial and operational performance.”
“She also has a track record of overseeing problematic compensation practices at other companies where she has served on the compensation committee, including as chair,” they added.
Lagomasino has been a Disney board member since 2015. At the time, she was the CEO and managing partner of WE Family Offices. She has also previously worked at JP Morgan, Chase, and Citi.
Photo: WSJ
“Ms. Lagomasino is a respected leader in the finance and investment field and also has a wealth of experience with, and keen understanding of, global consumer brands,” said Iger.
A Showdown is Coming
Overall, Trian noted that both Lagomasino and Froman have contributed to poor corporate governance and succession problems.
“Finally, each of the Opposed Company Nominees is a member of the Company’s Governance and Nominating Committee, where they have overseen poor corporate governance and significant succession issues.”
Credit: Disney
At this time, the date of Disney’s annual meeting has yet to be announced. The showdown is expected to take place this spring.
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