Calvin McDonald
Walt DisneyAbout Calvin R. McDonald
Calvin R. McDonald (age 53) is Chief Executive Officer of lululemon athletica inc. and has served on The Walt Disney Company’s Board since 2021. He is an independent Director and is designated by the Board as an Audit Committee financial expert. His core credentials include multi-channel retail brand leadership, DTC expansion and consumer engagement expertise; he also serves on Disney’s Succession Planning Committee, reflecting direct CEO‐succession experience at Fortune 500 scale .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sears Canada | President & Chief Executive Officer | 2011–2013 | Led a large retail turnaround; CEO succession experience |
| Sephora Americas (LVMH) | President & Chief Executive Officer | 2013–2018 | Drove DTC, product design, multi-channel consumer strategy |
| lululemon athletica inc. | Chief Executive Officer | 2018–Present | Oversees growth, DTC expansion, creative product design |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| lululemon athletica inc. | CEO & Director | 2018–Present | Public company directorship; international consumer brand leadership |
Board Governance
- Committee assignments: Audit Committee member (7 meetings in FY2024); Governance determination that McDonald is an Audit Committee financial expert .
- Succession Planning Committee member (7 meetings in FY2024), alongside James P. Gorman (Chair), Mary T. Barra and Jeremy Darroch; expected CEO announcement early 2026 .
- Independence: Board affirmed all nominees (except CEO Robert Iger) are independent under Disney’s Corporate Governance Guidelines .
- Attendance: The Board met 8 times in FY2024 and each then‐serving Director attended at least 75% of Board and committee meetings; all then‐serving Directors attended the 2024 Annual Meeting .
- Executive sessions: The Board reserves time at every regularly scheduled meeting to meet in executive session without the CEO present; CEO succession discussed regularly .
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $115,000 | Standard non-employee Director retainer |
| Annual committee retainer (per committee) | $10,000 | Applies to standing committees (not Executive) |
| Annual deferred stock unit grant | $240,000 | Granted quarterly in DSUs |
| Audit Committee chair retainer (if chair) | $27,500 | Not applicable to McDonald (member, not chair) |
| FY2024 actual – Fees earned (cash/stock elections) | $125,000 | McDonald’s reported fees |
| FY2024 actual – Stock awards (DSUs) | $242,715 | Grant-date fair value of DSUs |
| FY2024 actual – All other compensation | $1,151 | Tax reimbursement for product familiarization benefit |
| FY2024 actual – Total | $368,866 | Sum of components |
Additional program terms:
- Each qualifying non-employee Director received 2,395 DSUs in FY2024 (quarterly awards; exceptions noted for partial-year service). Shares for DSUs are normally issued on the second anniversary of the award date unless deferred .
- Directors may receive up to $15,000 of Company products/services annually plus associated tax reimbursement; eligible for up to $20,000 annual matching charitable contribution .
Performance Compensation (Director)
Disney does not disclose performance-based bonus or PBU metrics for Directors; non-employee Director pay is a mix of fixed cash retainers and time-based deferred stock units (DSUs), fully vested at grant with share distribution generally on the second anniversary. No TSR/ROIC or other pay-for-performance metrics apply to Director compensation .
| Metric | Applies to Director Compensation? | Evidence/Notes |
|---|---|---|
| Cash annual bonus with financial/strategic metrics | No | Director program comprises retainers + DSUs; no bonus construct disclosed |
| Performance-based equity (e.g., TSR/ROIC PBUs) | No | Director equity is DSUs; vested at grant, distributed later |
| Meeting fees | Not disclosed | Elements listed exclude separate meeting fees |
Other Directorships & Interlocks
| Company | Role | Overlap with DIS | Potential Conflict |
|---|---|---|---|
| lululemon athletica inc. | CEO & Director | Consumer brand; no Disney related-party transactions disclosed involving McDonald in FY2024 | The Governance & Nominating Committee reviews/approves related person transactions; FY2024 disclosures focus on Vanguard/BlackRock; none for McDonald |
Board outside-service policy: For executive officers of public companies, Disney’s Board believes they should not serve on more than two public company boards (including Disney). The Board annually reviews public-company board service. McDonald’s roles appear consistent with this policy (CEO/director at lululemon and Disney director) .
Expertise & Qualifications
- Brand stewardship and multi-channel consumer engagement; executive management; global business operations; finance/accounting; risk management; DTC expertise .
- Audit Committee financial expert designation (SEC definition) .
Equity Ownership
| Holder | Shares (#) | Stock Units (#) | Shares Acquirable Within 60 Days (#) | % of Class |
|---|---|---|---|---|
| Calvin R. McDonald | 14,825 | 9,308 | — | * (less than 1%) |
Ownership alignment:
- Director stock ownership guideline: ≥5x annual Board retainer (market value) within 3 years; Directors must retain ≥50% of shares received upon DSU distribution until guidelines met. As of January 16, 2025, each currently serving Director complied with the policy or remained within the build-up period .
- Hedging and pledging of Company securities are prohibited for Directors (with a limited grandfathering exception for pre-Section 16 pledges) .
Insider transactions (Form 4 – signals of alignment):
| Date | Transaction | Shares | Price / Amount | Source |
|---|---|---|---|---|
| Aug 8, 2024 | Open-market purchase | 11,756 | ~$999,993 total; price $85.0191–$85.09 | |
| Mar 31, 2025 | Director equity (Option Award per filing) | 961 | $99.61 | |
| Jun 30, 2025 | Director equity (Option Award per filing) | 764 | $119.43 | |
| Sep 30, 2025 | Director equity (Option Award per filing) | 844 | $113.73 |
Note: Disney’s proxy describes director equity as DSUs; filings label periodic director equity as “Option Award” on Form 4. We interpret these as routine director equity grants under plan administration. Refer to filings for legal form.
Governance Assessment
- Committee effectiveness: McDonald strengthens Board oversight via Audit (financial reporting/internal controls; cybersecurity/data security risk) and CEO succession through the Succession Planning Committee. Audit met 7 times in FY2024; Succession Planning met 7 times, with a structured candidate review and preparation process .
- Independence and engagement: Board affirmed independence; Board met 8 times in FY2024 with robust executive sessions; all Directors attended the 2024 Annual Meeting .
- Alignment signals: Meaningful open-market share purchase in Aug 2024; compliance with stock ownership guidelines; prohibition on hedging/pledging enhances investor alignment .
- Potential conflicts: McDonald’s CEO role at lululemon introduces a consumer retail interlock, but Disney’s FY2024 related-party disclosures do not identify transactions involving him; Governance & Nominating Committee oversees related-person transaction approvals and annual independence reviews .
- Director compensation: Standard retainer plus DSUs; no performance-based director pay minimizes incentives that could misalign Board oversight. FY2024 total $368,866 for McDonald; all other compensation comprised modest tax reimbursement tied to product familiarization benefits .
Overall, McDonald’s retail/DTC expertise, audit literacy and succession experience support Board effectiveness at Disney; insider share purchases and ownership policy compliance bolster alignment. No disclosed related-party transactions or pledging mitigate conflict risk. Continuous service on Audit and Succession Planning Committees suggests active engagement in high-priority oversight areas .