Amy Chang
Walt DisneyAbout Amy L. Chang
Amy L. Chang (age 48) has served as an independent Director of The Walt Disney Company since 2021. She is a former Executive Vice President and General Manager, Collaboration, at Cisco Systems, Inc., and previously founded and led Accompany, Inc. Her background spans senior product leadership at Google Ads Measurement, AI/ML startup operating experience, and large-scale technology management. She is currently a member of Disney’s Governance and Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | EVP & GM, Collaboration | 2018–2020 | Oversight of collaboration portfolio; cybersecurity and technology-forward risk management experience |
| Accompany, Inc. | Founder & CEO | 2013–2018 | Built AI/ML-based relationship intelligence platform; strategic planning and innovation credentials |
| Google LLC | Global Head of Product, Ads Measurement; other roles | 2005–2012 | Led product development for Ads Measurement & Reporting; DTC, analytics, and digital strategy perspective |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Director | 2017–Present | Public company board leadership; investor-level strategic oversight experience |
| Marqeta, Inc. | Former Director | 2021–2022 | Fintech governance exposure |
| Cisco Systems, Inc. | Former Director | 2016–2018 | Technology oversight, cybersecurity perspective |
Board Governance
- Committee assignments: Member, Governance & Nominating Committee; the committee met 5 times in FY2024. Chair: Michael B.G. Froman; members: Amy L. Chang, Maria Elena Lagomasino .
- Responsibilities: Corporate governance policies; director selection and evaluation; approval of related person transactions; oversight of ESG reporting and political activity; recommendations on non-executive director compensation; annual independence review .
- Independence: Board determined in December 2024 that all Directors other than Mr. Iger are independent under NYSE standards and Disney’s Corporate Governance Guidelines; Ms. Chang is independent .
- Attendance: The Board met 8 times in FY2024; each then-serving Director attended at least 75% of Board and committee meetings while serving, and all then-serving Directors attended the 2024 Annual Meeting .
- Skills: Technology & innovation, DTC expertise, cybersecurity highlighted among recent board refreshment additions including Ms. Chang .
- Board evaluation: Annual self-evaluation supervised by Governance & Nominating; periodic use of third-party facilitator to solicit actionable feedback on board, committees, and director effectiveness .
Fixed Compensation
| Element (FY2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer | $115,000 | Cash or stock at director election; eligible for deferral |
| Annual committee retainer (per committee; excluding Executive) | $10,000 | Additional to Board retainer |
| Governance & Nominating Committee chair retainer | $20,000 | Additional to committee retainer |
| Annual deferred stock unit grant | $240,000 | Awarded quarterly; units fully vested at grant; shares distributed later per policy |
| Independent Chairman retainer | $145,000 | At least 50% paid in stock; additional to other retainers |
| Perquisites | Up to $15,000 FMV/yr | Company products/services/offerings; family products travel benefit; reimbursed associated tax liabilities |
| Matching Gifts | Up to $20,000/yr | Company matches eligible charitable contributions |
| Amy L. Chang – FY2024 Director Compensation | Amount ($) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | 125,000 | Cash paid currently: $31,250; stock units from fees distributed currently: $93,750; 907 fee-related units |
| Stock Awards (DSUs) | 242,715 | Annual DSU grant policy $240,000; most Directors received 2,395 units in FY2024 |
| All Other Compensation | 30,952 | Perqs and eligible matching gifts per policy |
| Total | 398,667 | Sum of above |
Performance Compensation
| Metric | Structure | Outcome |
|---|---|---|
| Performance-linked elements in Director pay | None disclosed | Disney Director equity is delivered as deferred stock units that are fully vested at grant; no performance conditions or PSUs/options disclosed for Directors |
No director bonus, severance, or change-of-control provisions are disclosed for non-employee Directors in the proxy’s Director Compensation section; compensation is via retainers and DSUs per policy .
Other Directorships & Interlocks
- Current public company boards: Procter & Gamble (2017–Present) .
- Former public company boards: Marqeta (2021–2022); Cisco Systems (2016–2018) .
- Independence determinations explicitly considered ordinary-course transactions between Disney and entities where a Director or family member is an officer/partner/significant holder; Board affirmed independence (except Mr. Iger) .
Expertise & Qualifications
- Technology and innovation; DTC; cybersecurity and AI oversight; strategic planning; governance; succession planning; large-scale cost rationalization and organizational analysis .
- Provides perspective on emerging tech implications for content production, DTC businesses, and parks, plus talent attraction for technical roles .
Equity Ownership
| Metric | FY2024 Year-End | As of Jan 16, 2025 |
|---|---|---|
| Shares owned (beneficial) | Not disclosed at FY2024 table level | 1,198; includes 120 shares held in a trust |
| Stock units (fully vested; distributed later) | 8,490 | 9,305 |
| Shares acquirable within 60 days | — | — |
| Ownership % of outstanding | — | Less than 1% (*) |
- Ownership guidelines: Within 3 years, Directors should own shares (including stock units) valued at least 5x the annual Board retainer; must retain no less than 50% of shares received upon DSU distribution until meeting guideline .
Governance Assessment
- Independence and committee role: Ms. Chang is an independent Director and an active member of the Governance & Nominating Committee, which directly oversees related party transactions, independence reviews, ESG reporting, and director compensation policy—supportive of governance quality .
- Engagement and attendance: Board met 8 times in FY2024; all then-serving Directors met at least the 75% attendance threshold and attended the 2024 Annual Meeting, indicating consistent engagement .
- Alignment and incentives: Director pay is balanced between cash retainers and fully vested DSUs (policy $240,000; actual stock award value $242,715); Ms. Chang held 8,490 stock units at FY2024 year-end and 9,305 as of January 2025; robust ownership guidelines (5x retainer and 50% post-distribution holding) reinforce alignment .
- Potential conflicts: Board’s independence review explicitly considers ordinary-course transactions with companies linked to Directors; Ms. Chang’s independence affirmed. No related-party transactions involving her are disclosed in the proxy .
- RED FLAGS: None identified in proxy disclosures regarding pledging, hedging, related-party transactions, option repricing, or low attendance. Perquisites and matching gifts are governed by defined limits and standard programs .