Kristina Schake - Senior Executive Vice President and Chief Communications Officer | Walt Disney (DIS) Executive Profile & Compensation

About Kristina Schake

Senior Executive Vice President and Chief Communications Officer at The Walt Disney Company. Appointed CCO effective June 29, 2022, after serving as EVP, Global Communications from April 2022 . Employment agreement extended to June 30, 2027; current annual base salary $875,000 effective October 15, 2025, with target bonus and long-term incentive percentages unchanged from prior terms . During her tenure, Disney’s revenue rose from $88.898B in FY 2023 to $91.361B in FY 2024, while EBITDA increased from $14.701B to $17.308B* . She was a Named Executive Officer (NEO) in fiscal 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
The Walt Disney Company	EVP, Global Communications	Apr 2022 – Jun 2022	Led global communications; elevated to CCO
U.S. Department of Health & Human Services	Counselor for Strategic Communications	Mar 2021 – Dec 2021	Led nationwide public education campaign
Instagram (Meta Platforms)	Global Communications Director	Mar 2017 – Mar 2019	Oversaw global communications across regions

External Roles

Organization	Role	Years	Strategic Impact
U.S. Department of Health & Human Services	Counselor for Strategic Communications	2021	Federal public health communications leadership

Fixed Compensation

Term/Event	Effective Date	Base Salary ($)	Target Bonus (% of Base)	Target LTI (% of Base)
Employment Agreement (Amendment in connection with increased responsibilities)	Apr 9, 2023	780,000	150%	350%
Third Amendment (term extension)	Oct 15, 2025	875,000	Unchanged	Unchanged

Multi-year realized compensation (Summary Compensation Table):

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	361,250	755,346	797,550
Bonus ($)	1,500,000	—	—
Stock Awards ($)	2,132,366	1,390,327	2,862,606
Option Awards ($)	913,287	462,210	953,004
Non-Equity Incentive ($)	1,320,000	1,250,000	1,720,000
All Other Compensation ($)	5,444	114,188	95,515
Total ($)	6,232,347	3,972,071	6,428,675

Performance Compensation

Annual incentive structure and FY 2024 outcomes:

Financial metrics and weights: Adjusted Total Segment Operating Income (50%), Adjusted Revenue (25%), Adjusted After-Tax Free Cash Flow (25%) .
FY 2024 performance vs ranges and payout multipliers:

Metric	Weight	Threshold ($mm)	Target ($mm)	Max ($mm)	Actual ($mm)	Payout vs Target
Adjusted Total Segment Operating Income	50%	11,937	14,469	16,494	15,601	156%
Adjusted Revenue	25%	82,474	91,502	97,520	91,361	99%
Adjusted After-Tax Free Cash Flow	25%	4,425	8,425	12,425	8,657	106%

Individual OPFs (30% of bonus) were set across Diversity & Inclusion, Synergy, and Storytelling & Creativity; Ms. Schake’s OPF rating was 175% reflecting leadership in messaging, D23 communications execution, and industry representation initiatives .

Final FY 2024 bonus payout calculation:

Item	Value
Base Salary used for bonus ($)	803,400
Target Bonus (% of Base)	150%
Financial Performance (weighted 70%)	129%
OPF Rating (weighted 30%)	175%
Final Annual Bonus ($)	1,720,000

Long-term incentives (PBUs/RSUs/Options) – design and 2024 grants:

NEO equity mix: 50% PBUs, 25% RSUs, 25% stock options; options and RSUs vest one-third per year over three years; PBUs cliff-vest after three years subject to performance .
Ms. Schake’s FY 2024 equity grant values: Options $952,975; RSUs $952,975; PBUs $1,905,950; Total $3,811,900 .

PBU metrics and payout calibration:

Component	Weight	Target	Actual/Payout
Relative TSR vs S&P 500	50%	55th percentile = 100%; 75th = 200%; <25th = 0%	Below threshold (0% payout) for FY 2022 and FY 2023 cohorts
ROIC	50%	FY 2024: 4.0%/6.5%/7.8% (Tgt range)	FY 2022–2024 3-year average ROIC payout: 146.86%

Ms. Schake’s FY 2022 PBUs (granted Sep 2022) vest on September 28, 2025; total payout expected at 73.43% of target (TSR 0% + ROIC 146.86%) .

Forward-looking change (affects FY 2025–2027 grants): PBUs add Adjusted EPS Growth (50% weight), with TSR vs S&P 500 Media & Entertainment (25%) and ROIC (25%) over three years .

Equity Ownership & Alignment

Item	Detail
Total beneficial ownership	13,549 shares; shares acquirable within 60 days: 40,316; <1% of outstanding
Stock ownership guidelines	NEOs must hold equity ≥3× salary within 5 years; compliance as of Jan 16, 2025; hedging/pledging prohibited for Section 16 filers
Vesting schedules	Options/RSUs: generally one-third per year over three years; PBUs: cliff after three years; specific FY 2022 PBUs vest Sep 28, 2025
Insider transactions (Form 4 highlights)	RSUs regularly vest and convert 1-for-1; e.g., 294 RSUs converted with 107 shares withheld for taxes at $113.165/share ; RSU vestings reported on Dec 27, 2024 and Sep 28, 2025 ; Ongoing filings under CIK 0001935127

Employment Terms

Provision	Key Terms
Employment term	Commenced Jun 29, 2022; extended to Jun 30, 2027
Base salary	$875,000 effective Oct 15, 2025; previously $780,000 effective Apr 9, 2023
Target annual bonus	150% of base salary (unchanged in 2025 amendment)
Target annual LTI	350% of base salary (unchanged in 2025 amendment)
Non-solicitation	One-year employee non-solicit post-termination, subject to law
Termination without cause / good reason	Pro-rata target bonus for year of termination; base salary lump sums through consulting period and to employment agreement expiration; continued vesting of options/RSUs/PBUs through employment agreement expiration, subject to performance
Change in control	Double-trigger: if terminated within 12 months after CoC (for cause/constructive), equity generally fully vests and may be paid; parachute tax cutbacks may apply
Cash severance policy	Caps cash severance >2.99× salary+target bonus without shareholder approval (Section 16 officers)
Quantified termination economics (as of FY 2024)	No CoC: Cash $3,129,040; Option value $90,278; RSU value $2,587,854. With CoC: Cash $3,129,040; Option value $115,762; RSU value $4,627,394
Clawback	Company Dodd-Frank clawback plus broader reputational/financial harm clawback under 2011 plan

Company Performance Context

Metric	FY 2023	FY 2024
Revenues ($USD)	88,898,000,000	91,361,000,000
EBITDA ($USD)	14,701,000,000*	17,308,000,000*

*Values retrieved from S&P Global.

Investment Implications

Pay-for-performance alignment: Her annual bonus is predominantly tied to rigorous financial metrics (50% adjusted segment operating income, 25% adjusted revenue, 25% adjusted after-tax FCF), and OPFs were assessed rigorously; FY 2024 payout was above target due to strong operating performance . PBUs emphasize ROIC and relative TSR; recent TSR underperformance drove below-target PBU outcomes, tempering realized LTI value and aligning with shareholder experience .
Retention and selling pressure: Term extended to June 30, 2027; significant unvested equity (PBUs vest Sep 28, 2025) suggests retention incentives are intact. Expect mechanical Form 4s around scheduled RSU/PBU vest dates; tax withholding share disposals can create modest technical pressure near vest dates .
Governance safeguards: Strong clawback, prohibition on hedging/pledging for Section 16 officers, and severance policy cap mitigate governance risk and pay inflation concerns .
Alignment and ownership: Beneficial ownership is small relative to float (<1%), but NEO ownership guidelines (≥3× salary within 5 years) and continued vesting provisions support skin-in-the-game and reduce misalignment risk .

Overall, Schake’s package reflects Disney’s emphasis on profitable growth (bonus metrics) and disciplined capital returns (ROIC in PBUs), with double-trigger protection in CoC and quantified severance economics that limit excess payouts. Near-term equity vesting in late FY 2025 is the key calendar item for monitoring potential trading flow and realized compensation outcomes .