The CEO “has driven spectacular financial performance and created significant shareholder value,” the board says in the proxy statement just filed with the SEC. Bob Iger’s package consists of a $2.5 million salary, $8.9 million in stock awards, $8.3 million in option awards, $22.8 million in non equity incentives, $2.8 million change in pension value, and $1.1 million in other compensation. That last category includes $391,411 for personal air travel and $614,582 for security.
Disney shares appreciated 38% in the fiscal year that ended in September vs 20% for the benchmark Standard & Poors’ 500.
The CEO’s take could increase as a result of the contract he signed in October extending his term to mid-2018. To “provide an incentive for Mr. Iger to agree to a contract extension and to stay” through the additional years, he gained an opportunity to see a performance-based award tied to growth in Disney’s operating income. “The Board believes the growth in operating income represented by the targeted level will benefit shareholders through meaningful growth in shareholder value.”
Per usual, shareholders at the annual meeting — scheduled for March 12 in San Francisco — will have a chance to offer an advisory vote on whether they approve the compensation package for Iger and Disney’s other top execs.
They’ll also be asked to vote on resolutions to separate the chairman and CEO jobs, which Iger now jointly holds. Corporate governance experts generally frown on letting one person wield so much power. Disney’s opposed, saying that directors should have the flexibility to decide.
Another proposal would stop Disney from accelerating the vesting of stock options if there’s a change in control. That could reward execs regardless of their performance. The board says a change would take Disney “outside the corporate mainstream on this issue.”
Iger’s latest pay package is 5.7 times bigger than the median for his four closest colleagues listed in the proxy. Corporate governance experts say that a ratio of more than 3 times often is a worrisome sign that there’s too much concentrated power. Iger accounted for 55% of the compensation provided to the top five, down from 57.8% last year. It’s also 2.9 times higher than his chief lieutenant, CFO Jay Rasulo ($16.2 million, +51.3%).
Since its fiscal year ends in September, Disney is one of the first to report compensation packages for 2014. Iger’s $46.5 million contrasts with $29.2 million that Fox paid Rupert Murdoch last year. The Disney chief’s new package comes out behind CBS’ 2013 total for Les Moonves ($66.9 million) but ahead of Viacom’s Philippe Dauman ($37.2 million), Discovery’s David Zaslav ($33.3 million), and Time Warner’s Jeff Bewkes ($32.5 million).