Horacio Gutierrez
Walt DisneyAbout Horacio Gutierrez
Senior Executive Vice President, Chief Legal and Global Affairs Officer at The Walt Disney Company. Age 60; executive officer since 2022; appointed SVP & General Counsel effective February 1, 2022, later SVP, General Counsel & Chief Compliance Officer (March 27, 2023), then SVP, Chief Legal & Compliance Officer (December 21, 2023), and elevated to his current role effective November 4, 2025 . Prior roles include Head of Global Affairs and Chief Legal Officer at Spotify (Nov 2019–Jan 2022) and General Counsel – VP, Business & Legal Affairs at Spotify (Apr 2016–Nov 2019) . 2024 bonus outcomes were driven by Company financial performance multiplier of 129% and an OPF rating of 178%, yielding a $4,310,000 bonus on a 200% target of base salary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spotify Technology S.A. | Head of Global Affairs and Chief Legal Officer | Nov 2019–Jan 2022 | Led global, multi-disciplinary team across corporate communications, public affairs, government relations, licensing, operations, and legal; responsible for industry relations, content partnerships, public policy, and trust & safety |
| Spotify Technology S.A. | General Counsel – VP, Business & Legal Affairs | Apr 2016–Nov 2019 | Senior legal leadership across business and legal affairs |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company board roles disclosed for Mr. Gutierrez in the Company’s proxy/10-K executive officer listings . |
Fixed Compensation
| Item | FY 2022 | FY 2023 | FY 2024 | Latest Terms (Amended Nov 2025) |
|---|---|---|---|---|
| Base Salary ($) | 870,000 | 1,322,500 | 1,457,500 | 1,545,000 annual base salary per amended employment agreement |
| Target Bonus (% of base) | — | — | 200% | Target annual bonus unchanged by Nov 2025 amendment |
| Actual Bonus Paid ($) | 3,783,000 | 3,000,000 | 4,310,000 | — |
Performance Compensation
Annual Incentive Plan Structure and 2024 Outcome
| Component | Metric | Weighting | Target Framework | Actual FY2024 Outcome | Payout Mechanics |
|---|---|---|---|---|---|
| Financial Performance (70%) | Adjusted Total Segment Operating Income | 50% of Financial | Range set Nov 2023; 35%–200% multiplier per metric | Overall financial performance multiplier 129% applied to the 70% component | Weighted average across three metrics determines the 70% multiplier |
| Financial Performance (70%) | Adjusted Revenue | 25% of Financial | Same as above | Included in 129% overall financial performance | Same as above |
| Financial Performance (70%) | Adjusted After-Tax Free Cash Flow | 25% of Financial | Same as above | Included in 129% overall financial performance | Same as above |
| Other Performance Factors (30%) | Individual OPFs (enterprise-wide objectives and individual contributions) | 30% | Committee assessment; CEO recommendation (except CEO) | OPF rating of 178% for Mr. Gutierrez | Applied to 30% component; combined with financial multiplier and target bonus % |
| Final 2024 Bonus | — | — | Base salary x 200% target; weighted outcomes | $4,310,000 (Base $1,500,000; Financial 129%; OPF 178%) | Above-target payout per Company formula |
Long-Term Equity Incentive (FY2024 Grants)
| Award Type | Grant Date | Units (#) | Fair Value ($) | Key Terms |
|---|---|---|---|---|
| Stock Options | 12/15/2023 | 73,324 | 2,350,027 | Exercise price $93.44; 10-year term; vest one-third annually over 3 years |
| RSUs (time-based) | 12/15/2023 | 25,151 | 2,350,084 | Vest one-third annually over 3 years |
| PBUs (TSR/ROIC) | 12/15/2023 | 21,870 (Target) | 4,700,007 | 50% 3-year relative TSR vs S&P 500; 50% 3-year ROIC; cliff vest at 3-year anniversary; 0–200% payout |
| PBUs (ROIC portion of FY2022 grants) | 11/27/2023 | 2,923 (Target) | 556,163 | ROIC targets set for FY2024 portion; included in performance-based vesting framework |
Forward-looking change: For fiscal 2025 PBU design, the Committee added Adjusted EPS Growth (50% weight), retaining ROIC (25%) and relative TSR (25%), to strengthen alignment to profitability and shareholder value creation over 3-year performance periods .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficial Shares Owned | 32,527 shares |
| Shares Acquirable Within 60 Days | 114,269 shares (primarily via options) |
| 2024 Year-End Outstanding Awards – Unexercisable Options | 73,324 (12/15/2023 grant) |
| 2024 Year-End Outstanding Awards – RSUs Not Vested | 25,276 (12/15/2023 grant; includes dividend equivalents) |
| 2024 Year-End Outstanding Awards – PBUs (Target) Not Vested | 43,959 (12/15/2023 grant; includes dividend equivalents) |
| Prior Grants Outstanding (examples) | 32,194 unexercisable options (12/15/2022); 12,218 RSUs not vested; 33,245 PBUs target not vested |
| Stock Ownership Guidelines | NEOs must hold equity valued at 3x salary within five years; as of Jan 16, 2025, each NEO complied or was within the buildup period |
| Hedging/Pledging | Hedging and pledging by NEOs and Section 16 officers prohibited; previously pledged securities before becoming a Section 16 filer are exempted |
| Clawbacks | Company will recoup incentive-based compensation consistent with Dodd-Frank; equity awards subject to broader clawback for reputational or financial harm |
Vesting schedule highlights: Options generally vest one-third annually over three years; RSUs vest one-third annually; PBUs cliff-vest on the third anniversary subject to three-year TSR vs S&P 500 and ROIC tests. 2024 grants carry installment schedules labeled (J): one-fifth vesting dates Dec 15, 2024; Jun 15, 2025; Dec 15, 2025; Jun 15, 2026; Dec 15, 2026, applicable to certain 2023 awards .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date | Commencement date February 1, 2022 |
| Current Title | Senior Executive Vice President, Chief Legal and Global Affairs Officer (effective Nov 4, 2025), reporting solely and directly to the CEO |
| Agreement Term | Extended to September 30, 2028 |
| Base Salary | $1,545,000 under amended agreement |
| Target Long-Term Equity | Increased to $12,365,000 annually, commencing with the Company’s current fiscal year (fiscal 2026) |
| Award Continuity Protection | For equity awards granted in January 2025 and fiscal 2026, termination on or after December 31, 2026 treated as expiration of the agreement term for continued vesting/exercisability/rights under award agreements |
| Severance Structure | Upon Company termination without cause or resignation for good reason: eligibility for fiscal-year bonus earned; consulting arrangement for six months; lump sum equal to base salary during consulting period; additional lump sum equal to base salary through employment agreement expiration date, paid six months and one day after termination, subject to release and consulting obligations |
Change-in-control and termination economics (FY2024 point-in-time estimates):
- No change-in-control: Cash payment $7,708,077; option valuation $329,928; RSU valuation $13,897,448 .
- Change-in-control: Same values for cash, options, and RSUs .
- Death/Disability termination: Cash payment equal to FY2024 bonus $4,310,000; option acceleration $329,928; RSU acceleration $13,897,448 .
Governance guardrails:
- No excise tax gross-ups; no option repricing/cash buyouts without shareholder approval; independent compensation consultant and annual compensation risk assessment found risks not reasonably likely to have a material adverse effect .
Performance & Track Record
- Managed Florida litigation and related government relations leading to a successful settlement of all related litigation .
- Advised management and the Board on legal and governance aspects of a complex, multi-party proxy process .
- Advanced legal talent pipeline via “Disney Lawyers in Film Training” program .
Multi-Year Compensation Summary (Total Direct Compensation Components)
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 870,000 | 1,322,500 | 1,457,500 |
| Bonus | 2,000,000 | — | — |
| Stock Awards | 5,951,801 | 5,544,337 | 7,606,255 |
| Option Awards | 2,500,013 | 1,662,525 | 2,350,027 |
| Non-Equity Incentive Plan Compensation | 3,783,000 | 3,000,000 | 4,310,000 |
| All Other Compensation | 93,194 | 123,073 | 106,012 |
| Total | 15,198,008 | 11,652,435 | 15,829,794 |
Compensation Structure Analysis
- High performance leverage: For non-CEO NEOs in FY2024, equity mix is 50% PBUs, 25% RSUs, 25% stock options, strongly tying realized pay to multi-year TSR and ROIC outcomes; Committee increased financial targets YoY for total segment operating income and after-tax free cash flow .
- 2025 PBU redesign adds Adjusted EPS Growth at 50% weight, sharpening profitability focus and market alignment; retains ROIC and relative TSR at 25% each .
- Governance-friendly features: clawbacks beyond Dodd-Frank, hedging/pledging prohibition, and no excise tax gross-ups; no one-time special awards for continuing NEOs in FY2024 .
Risk Indicators & Red Flags
- Pledging/Hedging: prohibited for NEOs and Section 16 officers, reducing misalignment risk .
- Option repricing: prohibited without shareholder approval, limiting compensation risk inflation .
- Say-on-pay responsiveness: Committee engaged with investors and adjusted program features in FY2024; no special one-time awards to continuing NEOs .
Investment Implications
- Retention risk appears mitigated by extended employment term to Sep 30, 2028, increased annual long-term equity target to $12.365M, and provisions that treat post-Dec 31, 2026 termination as agreement expiration for Jan 2025/FY2026 awards—supporting continued vesting and reducing forced selling pressure around that date .
- Strong pay-for-performance alignment via significant PBUs and FY2025 shift to Adjusted EPS Growth; combined with clawbacks and hedging/pledging prohibitions, indicates disciplined compensation governance focused on shareholder value creation .
- Near-term vesting cadence (Dec 15, 2025 and Jun/Dec 2026 tranches) and substantial unvested RSUs/PBUs could create periodic liquidity windows, but policy constraints and ownership guidelines (3x salary requirement) temper potential insider selling pressure .
- Execution track record on complex litigation/proxy matters suggests operational value in governance and legal risk management; continued alignment is reinforced by multi-year equity with TSR/ROIC and, prospectively, EPS metrics .