Derica Rice

About Derica W. Rice

Independent director of The Walt Disney Company since 2019; age 59. Rice is Chair of the Audit Committee and has been designated by the Board as an “audit committee financial expert.” He is the former EVP of CVS Health (and President of CVS Caremark) and previously served more than a decade as CFO of Eli Lilly, bringing deep finance, accounting, risk oversight (including cybersecurity), and large-scale operating experience to Disney’s board. The Board affirmed his independence in December 2024 pursuant to NYSE standards.

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles: Audit Committee Chair; committee members: Rice (Chair), D. Jeremy Darroch, Calvin R. McDonald. All members are independent and qualified as audit committee financial experts. The Board determined Rice’s simultaneous service on the audit committees of more than three public companies does not impair his effectiveness.
• Audit Committee scope: Oversees financial statements, internal controls, compliance, and cybersecurity/data security risks and mitigation strategies. In FY2024, the CISO reviewed cyber and data security risks with the Audit Committee three times.
• Board meeting cadence and attendance: The Board met 8 times in fiscal 2024; each then‑serving director attended at least 75% of the aggregate meetings of the Board and committees on which they served; all then‑serving directors attended the 2024 Annual Meeting.
• Independence: The Board’s December 2024 review affirmed all directors except the CEO (Mr. Iger) are independent under company guidelines and NYSE standards.

Fixed Compensation (Director)

• Disney’s FY2024 director pay program: Annual Board retainer $115,000; per-committee retainer $10,000 (excluding Executive Committee); Audit Chair retainer $27,500; annual deferred stock unit grant $240,000; additional Chairman retainer not applicable to Rice.
• FY2024 amounts for Derica W. Rice: Cash fees $152,500; Stock awards (deferred stock units) $242,715; All other compensation $22,958 (comprised of $20,000 matching gifts and $2,958 tax reimbursements); Total $418,173.

Performance Compensation (Equity and Alignment Features)

• Structure: Non-employee director equity is delivered as fully vested deferred stock units (DSUs) granted quarterly (market-value based), typically distributed on the second anniversary unless the director elects to defer; DSUs accrue dividend equivalents in the form of additional units.
• FY2024 equity mechanics: Each continuing director (excluding partial-year directors) received 2,395 DSUs for the annual grant; Rice also elected to receive his fees in stock units, deferring $152,500 (1,522 units).

Note: Director equity is time-based (not performance-vested), but it aligns director interests with shareholders via stock-denominated compensation and holding requirements.

Other Directorships & Interlocks

Expertise & Qualifications

• Audit chair and financial expert: Board determined Rice (along with Darroch and McDonald) is an “audit committee financial expert” and has accounting/related financial management expertise.
• Strategic/operational finance: Former CFO of Eli Lilly (>10 years), EVP at CVS Health; strong alignment of financial and strategic objectives, cost discipline, organizational structure.
• Risk oversight and cybersecurity: Experience from public-company audit committees; Audit Committee at Disney oversees cybersecurity and data security risk; CISO briefed committee three times in FY2024.
• Global operations and governance: Senior roles at large, global companies and service on multiple public boards.

Equity Ownership

• Stock ownership guidelines for directors: Market value ≥5× annual Board retainer (within 3 years); directors must retain at least 50% of shares received from DSUs until meeting guideline. As of Jan 16, 2025, all currently serving directors were in compliance.
• Beneficial ownership (as of Jan 16, 2025): 1 share owned; 17,734 stock units; 0 shares acquirable within 60 days; <1% of shares outstanding.

Governance Assessment

• Strengths for investor confidence

  • Independent director; Board affirmed independence in 2024 annual review.
  • Audit Committee Chair with “audit committee financial expert” designation; committee oversaw 7 meetings in FY2024, with explicit cybersecurity oversight and three CISO briefings, indicating active risk management.
  • Ownership alignment: Significant DSU holdings; directors in compliance with stock ownership and retention policies as of Jan 16, 2025.
  • Board/committee engagement: Board met 8 times in FY2024; each then-serving director met at least the 75% attendance threshold; all attended the 2024 Annual Meeting.

• Watch items

  • Audit committee workload: The Board disclosed Rice’s simultaneous service on more than three public-company audit committees and expressly determined it does not impair effectiveness at Disney. Investors often monitor aggregate committee commitments for potential overboarding risk.

• Related-party/conflict review

  • Policy in place for related person transactions; the Governance and Nominating Committee reviews/approves any such transactions for consistency with the Company’s best interests. FY2024 disclosures note fee-based relationships with BlackRock and Vanguard in employee benefit plans; no Rice-specific related-party transactions disclosed.

• Director compensation mix and perquisites

  • Mix is cash retainer+committee fees plus equity DSUs; All Other Compensation for Rice comprised matching charitable contribution ($20,000) and tax reimbursements ($2,958). Company permits limited product familiarization; hedging and pledging of company securities are prohibited for directors.