James Gorman
Walt DisneyAbout James P. Gorman
James P. Gorman, age 66, joined Disney’s Board on November 29, 2023 and was appointed independent Chairman effective January 2, 2025. He is former Executive Chairman and long-tenured CEO of Morgan Stanley, with deep finance, investment, and fiduciary experience and direct oversight of a multi‑year CEO succession process; at Disney, he also chairs the Executive Committee and the special Succession Planning Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Executive Chairman | 2024 | Led long-term strategic transformation; integrated technology via E*Trade acquisition |
| Morgan Stanley | Chairman & CEO | 2012–2023 | Oversaw multi‑year CEO succession; drove sustainable business model |
| Morgan Stanley | President & CEO | 2010–2011 | Executive leadership of global financial institution |
| Morgan Stanley | Co‑President / senior roles | 2006–2009 | Senior operating leadership |
| Merrill Lynch & Co., Inc. | Various positions | 1999–2005 | Investment management leadership |
| Federal Advisory Council to the U.S. Federal Reserve Board | Former President | Not disclosed | Policy and fiduciary advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Business Council | Policy leadership roles (not specified) | Not disclosed | Governance and public policy thought leadership |
| Business Roundtable | Policy leadership roles (not specified) | Not disclosed | Brand/risk management perspectives |
| Council on Foreign Relations | Roles (not specified) | Not disclosed | Global governance/public policy engagement |
| Morgan Stanley Board | Director | 2010–2024 | Former public company directorship |
Board Governance
- Current roles: Independent Chairman of the Board (effective Jan 2, 2025) and Chair, Executive Committee; member and Chair, Succession Planning Committee .
- Independence: The Board determined in Dec 2024 that all nominees except Mr. Iger are independent; Mr. Gorman is independent .
- Committee assignments context: Executive Committee acts between regular Board meetings (0 meetings in FY24); Succession Planning Committee met 7 times in FY24 and reports at every Board meeting .
- Board engagement and attendance: The Board met 8 times in FY24; each then‑serving Director attended at least 75% of meetings; all then‑serving Directors attended the 2024 Annual Meeting .
- Shareholder engagement: As Chairman, Gorman participated in engagements with shareholders representing more than 55% of shares held by the largest 25 institutional holders .
| Governance Item | Detail |
|---|---|
| Board Chair | Independent Chairman (James P. Gorman), appointed effective Jan 2, 2025 |
| Independence Determination | All nominees independent except CEO (Mr. Iger) |
| Executive Committee | Members: Gorman (Chair), Iger; FY24 meetings: 0 |
| Succession Planning Committee | Members: Gorman (Chair), Barra, Darroch, McDonald; FY24 meetings: 7; announcement of new CEO expected early 2026 |
| Board Meetings FY24 | 8; 75%+ attendance by all then‑serving Directors; all attended Annual Meeting |
| Shareholder Outreach | Chairman participated with holders representing >55% of top-25 institutions |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $75,192 | Deferred as stock units (740 units) |
| Stock Awards (Deferred Stock Units) | $159,568 | FY2024 DSU market value; 1,544 units awarded due to partial‑year service |
| All Other Compensation | $0 | No perquisites reported over threshold |
| Total (FY2024) | $234,760 | Sum of above |
Compensation structure for non‑employee Directors includes: Annual Board retainer ($115,000), annual committee retainer ($10,000 per committee, except Executive Committee), chair retainers ($20,000 Governance & Nominating; $25,000 Compensation; $27,500 Audit), annual DSU grant ($240,000), and an additional independent Chairman retainer ($145,000; at least 50% paid in stock). Product familiarization benefits up to $15,000 and matching charitable gifts up to $20,000 are available under defined limits .
Performance Compensation
Director equity compensation is not performance‑based. Annual DSUs are fully vested when granted and generally distribute as shares on the second anniversary of the award date unless deferred; dividend equivalents accrue during the holding period .
| Equity Detail (FY2024) | Units/Value | Vesting/Distribution |
|---|---|---|
| DSUs granted (FY2024) | 1,544 units | Shares distributed normally 2 years post‑award unless deferred |
| Grant-date fair value | $159,568 | Valued at market price on grant date; units awarded each quarter |
| Dividend equivalents | Credited quarterly | Distributed when underlying units distribute |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Morgan Stanley | Director | Former (2010–2024) |
No related‑party transactions or interlocks involving Mr. Gorman are disclosed; the Governance & Nominating Committee reviews related party transactions and approved ordinary course relationships with large shareholders (e.g., Vanguard, BlackRock) under policy .
Expertise & Qualifications
- Strategic transformation and technology integration (E*Trade acquisition); long‑term sustainable business model leadership .
- Deep finance, investment, and fiduciary experience; evaluation of businesses; risk and brand management .
- Direct experience in CEO and senior leadership succession planning for Fortune 500 companies; Chair of Disney’s Succession Planning Committee .
- Governance and public policy thought leadership (Business Council, Business Roundtable, CFR) .
Equity Ownership
| Ownership as of Jan 16, 2025 | Amount |
|---|---|
| Common shares owned | 20,000 |
| Stock units (Director DSUs) | 3,083 |
| Options/RSUs exercisable within 60 days | None |
- Director stock ownership guideline: At least 5× annual Board retainer within three years; retain ≥50% of shares received from DSU distributions until guideline met. As of Jan 16, 2025, each currently serving Director complied or was within the build‑up period .
- Hedging/pledging: Prohibited for Board members and Section 16 filers (pledges previously made before becoming a filer are grandfathered) .
Governance Assessment
- Board effectiveness: Gorman’s independent chairmanship, combined with executive and succession expertise, strengthens oversight of strategy, risk, and CEO transition; he also leads the Executive Committee (bridging urgent decisions between meetings) and chairs an active Succession Planning Committee (7 meetings in FY24) targeting an early‑2026 CEO announcement .
- Independence and conflicts: The Board’s 2024 review affirmed independence for all nominees except the CEO; related‑party policies and oversight are explicit, and no Gorman‑specific related parties are disclosed. Ordinary‑course transactions were considered in independence determinations .
- Engagement signal: Chairman‑led investor outreach (>55% of top‑25 institutions) indicates proactive governance and responsiveness amid succession and strategy debates, a positive investor‑confidence signal .
- Compensation alignment: As a non‑employee Director, Gorman’s pay is modest, mixed cash/DSUs, with equity fully at risk to Disney’s stock performance and subject to ownership guidelines—supporting alignment without performance metrics typical for executives .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, low attendance, or unusual director pay. Executive Committee had no FY24 meetings (common given its interim nature), and succession oversight is formalized and active under Gorman’s chairship .