The company says in its proxy filed at the SEC this evening that in meetings with shareholders “there was broad agreement with the Compensation Committee’s assessment that Mr. Iger’s performance as chief executive officer has been excellent.” Disney shares appreciated 76% in the fiscal year that ended September 30, while the Standard & Poor’s 500 was up 30%. The company also says that in the previous three years Bob Iger‘s compensation was “near or below the median compensation awarded to his peers.” Directors responded by raising all components of Iger’s compensation compensation for the fiscal year that ended in September: It amounted to $2.5M in salary, $9.5M in stock awards, $7.8M in option awards, $16.5M in non-equity incentives, $3.1M change in pension value, and $800,700 for other compensation. The “other” category includes $574,331 for security and $190,439 for personal air travel. The company says it requires Iger to use the corporate jet for his personal travel “for security reasons.” It also notes that the present value of the pension rose in part because interest rates dropped and “does not result in any increase in the benefits payable to participants.” Still, Disney paid Iger like a rock star: He made 6.3 times the median pay for the four other executives named in the proxy. Corporate governance watchdogs say that CEO pay is out of whack when it exceeds three times the average for other top officers. The second-highest-paid exec, CFO Jay Rasulo, made $12.2M, a raise of 10.2%. Disney shareholders will have a chance to voice their opinions about the pay package, and elect directors, at the annual meeting to be held March 6 in Phoenix.
In addition to the usual business, investors will vote on a proposal that would make it easier for shareholders to nominate independent directors. Supporters say they want to check the concentration of power at Disney, including the decision to make Iger chairman as well as CEO. The company opposes the change, saying it would be a distraction and is “in search of a problem that does not exist at this Company.” The company also opposes a proposal to require that the chairman be an independent director, which would disqualify the CEO. It’s management’s job to run the company while the board needs to “oversee management,” the proposal says. Disney counters that the plan “seeks to replace the current, clear and workable standard for electing a Chairman with a vague and unworkable
standard” adding that the criticism of the decision to give Iger both of the top jobs “is unfounded.”