Jeremy Darroch
Walt DisneyAbout Jeremy Darroch
Jeremy Darroch, age 62, is an independent director of The Walt Disney Company, serving since 2024. He is a veteran media executive and former Executive Chairman and Group Chief Executive Officer of Sky, bringing deep DTC, content, and finance expertise. He serves on Disney’s Audit Committee and has been determined by the Board to be independent; he is also qualified as an audit committee financial expert. He was appointed to the Board on November 29, 2023 and is nominated for election at the 2025 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sky (Comcast division) | Executive Chairman | 2021 | Led governance and corporate responsibility programs; supported transformation to multi-platform TV provider |
| Sky | Group Chief Executive Officer | 2018–2021 | Drove DTC expansion; transformation from linear satellite to multi-platform provider |
| Sky PLC | Chief Executive Officer | 2007–2018 | Grew and transformed business; oversaw creative content investments |
| Sky PLC | Chief Financial Officer | 2004–2007 | Extensive finance, accounting, and risk management; foundation for audit expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reckitt Benckiser Group PLC | Director | 2022–Present | Current public company directorship |
| Ahren Acquisition Corp. | Director | 2021–2023 | Former public company directorship |
| Burberry Group plc | Director | 2014–2019 | Former public company directorship |
| Sky PLC | Director | 2004–2018 | Former public company directorship |
Board Governance
- Committee memberships:
- Audit Committee (member); the committee met 7 times in FY2024; all members are independent; Darroch is designated an audit committee financial expert.
- Succession Planning Committee (member) in fiscal 2025; committee met 7 times in FY2024 (oversight continues into FY2025).
- Board meeting cadence and attendance:
- Board met 8 times in fiscal 2024; each then-serving Director attended at least 75% of the aggregate number of Board and committee meetings while serving.
- Independence:
- The Board’s December 2024 review affirmed all directors except the CEO (Mr. Iger) are independent under NYSE and Company standards.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board retainer | $115,000 | Standard for non-employee Directors |
| Annual committee retainer (per committee) | $10,000 | Standard; applies to Audit membership |
| Audit Committee chair retainer | $27,500 | Chair only; Darroch is a member, not chair |
| Annual deferred stock unit (DSU) grant | $240,000 | Granted quarterly; fully vested DSUs; share distribution typically 2 years after award date |
| Perquisites | Up to $15,000 FMV/year | Disney products/services; first-year higher limit rules; plus charitable matching up to $20,000 |
Director compensation earned in fiscal 2024:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| D. Jeremy Darroch | 91,003 | 178,223 | 1,250 | 270,476 |
Form of fees received (election between cash and stock units):
| Name | Cash Paid Currently ($) | Cash Deferred ($) | Stock Units – Value Distributed Currently ($) | Stock Units – Value Deferred ($) | Stock Units (#) |
|---|---|---|---|---|---|
| D. Jeremy Darroch | — | — | 91,003 | — | 884 |
Performance Compensation
- Directors do not receive performance-based bonuses or PBUs; annual equity is delivered as fully vested deferred stock units (DSUs) with fixed grant value and share distribution timing, not contingent on operational or stock performance metrics.
- Fiscal 2024 DSU details for Darroch:
- DSUs awarded: 1,697 units (served a portion of the fiscal year).
- DSUs are granted quarterly; units determined by a 10-trading-day average of the high/low price; shares typically distributed two years after award unless deferred.
Other Directorships & Interlocks
- Current public company board: Reckitt Benckiser Group PLC. No Disney-related party transaction disclosures tied to this role; Board’s independence review considered ordinary-course transactions with director-affiliated entities and affirmed independence.
- Former boards: Ahren Acquisition Corp., Burberry Group plc, Sky PLC. No Disney related-party transactions disclosed tied to these roles.
Expertise & Qualifications
- Media and DTC transformation: Led Sky’s shift from linear broadcast to multi-platform TV; relevant to Disney’s DTC strategy.
- Finance and risk: Former Sky CFO; audit committee financial expert designation.
- Content and talent: Experience with creative content investments and managing creative teams; senior advisor to MultiChoice Group noted in bio as perspective provider.
- Governance and sustainability: Led corporate responsibility programs; Chair of the National Oceanography Centre.
Equity Ownership
| As-of Date | Shares (#) | Stock Units (#) | Shares Acquirable Within 60 Days (#) | Percent of Class |
|---|---|---|---|---|
| January 16, 2025 | 1,156 | 3,403 | — | <1% (“*”) |
Additional DSU holdings and grant info:
- Stock units held at end of fiscal 2024: 2,587 units.
- Ownership guidelines: Directors are encouraged to own, within three years of first becoming a Director, shares/units valued at least 5× the annual Board retainer; must retain at least 50% of shares received upon DSU distribution until guideline met. Darroch joined in 2024 and is within the three-year window.
- Hedging/pledging: Directors are prohibited from hedging and pledging Company securities (limited grandfathering for pre-Section 16 pledges).
Governance Assessment
-
Positives
- Independence affirmed; Audit Committee financial expert; relevant DTC/media and finance experience strengthens oversight of financial reporting, cybersecurity risks, and risk management.
- Solid engagement: Board met 8 times in FY2024, Audit met 7 times; all directors met ≥75% attendance while serving; audit responsibilities and executive sessions documented.
- Ownership alignment: Took fees in stock units (884 units) and received DSUs (1,697 units); accumulated 3,403 stock units as of Jan 16, 2025; subject to robust ownership and hedging/pledging prohibitions.
- Succession oversight: Member of the Board’s Succession Planning Committee, which met 7 times in FY2024 and continues to oversee CEO transition.
-
Watch items / potential conflicts
- External commitments: Serves on Reckitt’s board; time management should be monitored, though Disney’s independence review and attendance thresholds were met.
- Industry overlap: Former senior roles at Sky (Comcast division), a media competitor; Board independence review considered ordinary-course transactions and affirmed independence; no related-party transactions disclosed tied to Darroch.
-
Perquisites and optics
- Non-employee directors may receive Disney products/services (up to $15,000 FMV annually) and charitable match (up to $20,000); Darroch’s “All Other Compensation” in FY2024 was minimal ($1,250), reducing optics risk.
Board Governance (Committee Details)
| Committee | Role | FY2024 Meetings | Scope |
|---|---|---|---|
| Audit | Member | 7 | Financial statements, controls, compliance, cybersecurity/data security, internal audit; executive sessions with CFO, Legal, Internal Audit, and PwC; Audit Committee report recommends inclusion of audited financials in 10-K. |
| Succession Planning | Member (appointed FY2025) | 7 (FY2024) | CEO search timeline, skill sets, candidate review/interviews; reports at each Board meeting; early 2026 CEO announcement expected. |
| Board (overall) | Director | 8 | Full Board risk oversight; ≥75% attendance by each director while serving in 2024. |
Director Compensation (Structure and Darroch Actuals)
| Component | Structure/Policy | Darroch FY2024 |
|---|---|---|
| Board Retainer | $115,000 cash or elected stock; deferral permitted | Included in Fees ($91,003 total fees; elected stock units) |
| Committee Retainer | $10,000 per committee | Audit member retainer included in Fees |
| DSU Grant | $240,000 annually; granted quarterly; fully vested; shares typically distributed two years post-award | Stock Awards $178,223; DSUs awarded 1,697 units (partial-year service) |
| Perquisites | Up to $15,000 FMV of products/services; matching gifts up to $20,000 | All Other Compensation $1,250 |
Equity Ownership Alignment
- Beneficial ownership: 1,156 shares and 3,403 stock units as of January 16, 2025; less than 1% of outstanding shares.
- End of FY2024 stock units: 2,587 units held; DSUs fully vested at grant date with deferred share distribution.
- Ownership policy: Must reach 5× retainer within three years; retain ≥50% of shares received upon DSU distribution until compliant; hedging/pledging prohibited.
Related Party Transactions & Conflicts
- The Board’s independence review in December 2024 considered ordinary-course transactions involving directors’ affiliated organizations; all directors except the CEO were affirmed independent. No specific related-party transactions were disclosed for Darroch.
Say-on-Pay & Shareholder Feedback (Context)
- Board actions responding to investor feedback include prioritizing succession planning and increasing media/entertainment expertise through appointments of Darroch and Everson.
- Compensation oversight enhancements and clarified committee responsibilities were also implemented.
Expertise & Qualifications
- DTC and media transformation; finance and audit; content and talent management; governance and sustainability leadership; audit committee financial expert designation.
Governance Conclusion
- Darroch strengthens Disney’s board effectiveness through audit rigor, relevant media/DTC experience, and active succession oversight. Independence, attendance, and equity alignment are supportive of investor confidence, with limited perquisite usage and no disclosed related-party exposures tied to him. Monitoring of time commitments across external roles and continued oversight of cybersecurity and financial controls remain prudent.