Carolyn Everson
Walt DisneyAbout Carolyn Everson
Carolyn N. Everson (age 53) has served as an independent director of The Walt Disney Company since 2022. She is former President of Instacart and previously led global marketing solutions at Meta Platforms, with senior roles at Microsoft, MTV Networks, and PriMedia, bringing deep media, advertising technology, and consumer-brand expertise to Disney’s board . She serves on Disney’s Compensation Committee and was recommended to the board amid shareholder engagement and refresh efforts begun in 2022–2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Instacart | President | 2021 | Led marketing solutions; consumer-facing retail insights |
| Meta Platforms, Inc. | VP, Global Marketing Solutions | 2011–2021 | Global sales/ads leadership; digital advertising expertise |
| Microsoft Corporation | Corporate VP, Global Advertising Sales, Strategy & Marketing | 2010–2011 | Advertising strategy across platforms |
| MTV Networks | COO & EVP, Advertising Sales; various roles | 2004–2010 | Media operations; brand monetization |
| PriMedia, Inc. | VP roles (Classifieds/Direct Response; GM PriMedia Teen Digital) | 2000–2003 | Performance advertising; digital audience development |
| Creative Artists Agency | Former board member | n/a | Entertainment talent ecosystem perspective |
External Roles
| Organization | Role | Start | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | Director; Chair, Talent & Compensation Committee; member, Finance Committee | 2022 | Chairs executive pay oversight; added to Finance in 2024 |
| Under Armour, Inc. | Director | 2023 | Consumer brand, retail strategy |
| Permira | Senior Advisor | n/a | Tech and consumer investment perspective |
| Boston Consulting Group | Senior Advisor (TMT; Marketing/Sales/Pricing) | n/a | Strategic guidance on digital/media |
Board Governance
- Committee assignments: Member, Compensation Committee (8 meetings in FY24) . Not on Audit or Governance & Nominating .
- Independence: Board determined all directors except the CEO (Bob Iger) are independent; Everson is independent .
- Attendance: Board met 8 times in FY24; each director attended at least 75% of board/committee meetings while serving .
- Board leadership: Independent Chairman James P. Gorman (effective Jan 2025) .
- Executive sessions: Board reserves time at every regular meeting to meet in executive session without the CEO; succession planning discussed in executive sessions .
- Role in pay oversight: As a Compensation Committee member, Everson co-signed the Compensation Committee letter; the committee reported increased performance linkage and forfeiture of PBUs on below-threshold TSR .
Fixed Compensation (Director)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $115,000 | Standard for non-employee directors |
| Committee retainer | $10,000 per committee | Executive Committee excluded |
| Committee chair retainers | Audit $27,500; Compensation $25,000; Governance & Nominating $20,000 | In addition to committee retainer |
| Annual deferred stock unit (DSU) grant | $240,000 | Granted quarterly; vests to shares typically after 2 years |
| Product familiarization/perqs | Up to $15,000 FMV/year + tax gross-up | First-year proration; tax gross-up reimbursed |
Everson’s FY2024 director compensation:
| Name | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Carolyn N. Everson | 125,000 | 242,715 | 17,017 | 384,732 |
Detail on Everson’s fee form election (FY2024):
| Name | Cash Paid Currently ($) | Cash Deferred ($) | Stock Units Value Distributed ($) | Stock Units Value Deferred ($) | Units (#) |
|---|---|---|---|---|---|
| Carolyn N. Everson | 15,625 | 15,625 | 46,875 | 46,875 | 936 |
Additional FY2024 “All Other Compensation” detail:
- Tax gross-up reimbursement for perqs: $15,960 for Everson .
Performance Compensation (Committee Oversight Focus)
Annual Incentive Plan financial metrics and outcomes (FY2024):
| Metric | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | Payout vs Target (%) |
|---|---|---|---|---|---|
| Adjusted Total Segment Operating Income | 11,937 | 14,469 | 16,494 | 15,601 | 156% |
| Adjusted Revenue | 82,474 | 91,502 | 97,520 | 91,361 | 99% |
| Adjusted After-Tax Free Cash Flow | 4,425 | 8,425 | 12,425 | 8,657 | 106% |
Long-term PBUs structure and FY2025 redesign:
| Program | Weighting | Comparator | Notes |
|---|---|---|---|
| Prior PBU (FY2022–FY2024) | 50% ROIC; 50% TSR | S&P 500 | TSR target at 55th percentile; ROIC over 3 years |
| FY2025–FY2027 PBU | 50% Adjusted EPS Growth; 25% ROIC; 25% TSR | S&P 500 Media & Entertainment Index | EPS growth added to drive profitable growth |
Committee commentary and outcomes:
- Committee increased rigor; FY2024 weighted financial performance factor = 129% vs 99% in FY2023 .
- TSR underperformance led to forfeiture of TSR-linked PBUs from older grants; ROIC tranches paid below/near target depending grant-year .
Other Directorships & Interlocks
| Company | Relationship to Disney | Potential Interlock Considerations |
|---|---|---|
| The Coca-Cola Company | Longstanding beverage partner in Disney parks; Everson is KO director and Chair of Talent & Compensation | Governance & Nominating Committee reviews related person transactions; Disney did not disclose any related-person transactions with KO in FY2024; Board reaffirmed Everson’s independence |
| Under Armour, Inc. | No disclosed Disney transactions; Everson director | Consumer brand insight; no disclosed conflicts |
| Third Point Support Agreement (2022) | Appointment of Everson to Disney Board aligned with engagement | Context on governance refresh and investor input |
Note: Disney’s Related Person Transaction Approval Policy is administered by the Governance & Nominating Committee, which assesses independence and approves/ratifies transactions; FY2024 related-party disclosures focused on Vanguard/BlackRock plan relationships, not KO or UA .
Expertise & Qualifications
- Media and entertainment; advertising technology; consumer-facing platforms; risk management; corporate governance; AI oversight; DTC experience .
- Board skills matrix recognizes brand stewardship, DTC, strategic transformation, risk management among nominees, consistent with Everson’s background .
Equity Ownership
| Holder | Shares (#) | Stock Units (#) | Shares Acquirable in 60 Days (#) | Guideline Compliance |
|---|---|---|---|---|
| Carolyn N. Everson (as of Jan 16, 2025) | 779 | 6,770 | — | Directors must hold stock worth ≥5× annual retainer within 3 years; each director complied or is within build-up period |
Additional director stock unit holdings (FY2024 year-end): Everson held 6,024 stock units at FY2024 end .
Alignment policies:
- Ownership guideline: ≥5× board retainer; retain ≥50% of shares received until guideline met .
- No hedging/pledging for directors and Section 16 officers (pre-existing pledges before filer status exempt) .
Insider Trades (Form 4 filings)
| Filing Date | Summary | Source |
|---|---|---|
| 04/02/2025 | Form 4 filed; changes in beneficial ownership (director) | |
| 07/02/2025 | Form 4 filed; changes in beneficial ownership (director) | |
| 10/02/2025 | Reported acquisition of 766.6 common shares at $113.73 per share; Form 4 filed |
No FY2024 delinquent Section 16 filings were reported for directors; one late filing noted for an executive (not Everson) due to administrative oversight .
Governance Assessment
- Board effectiveness: Everson strengthens oversight of executive pay and workforce equity through Compensation Committee service; the committee met 8 times in FY2024 and expanded performance linkages (e.g., higher weight to PBUs; stricter TSR threshold; new FY2025 EPS growth metric) .
- Independence and attendance: Affirmed independent; attendance above 75% threshold; supports robust executive-session practice and succession oversight at board level (though not on Succession Committee) .
- Compensation and ownership alignment: Director pay mix balanced cash/DSUs with modest perqs; Everson’s ownership and retention policies promote alignment; hedging/pledging prohibited .
- Conflicts/related-party risk: External role at Coca-Cola warrants monitoring given Disney’s park beverage partnerships, but Disney disclosed no related-person transactions with KO and reaffirmed independence; Governance & Nominating Committee actively reviews related-person transactions .
- Shareholder engagement: Committee members held ~25 investor conversations in FY2024; broader board engaged >95% of top-25 institutions; changes reflect investor feedback (e.g., severance cap policy; clawbacks) .
Overall signals for investor confidence: Strong governance posture, high engagement, and disciplined pay-for-performance oversight, with limited conflict exposure and transparent related-party review processes .