Maria Elena Lagomasino

About Maria Elena Lagomasino

Maria Elena Lagomasino, age 75, is an independent director of The Walt Disney Company and has served on the Board since 2015; she is Chief Executive Officer and Managing Partner of WE Family Offices and is recognized for governance thought leadership as a founder of the Institute for the Fiduciary Standard and an advisory board member of the Millstein Center for Global Markets and Corporate Ownership . The Board affirmed her independence in December 2024; she is currently Chair of the Compensation Committee (anticipated to transition chair duties to Mary Barra following the 2025 Annual Meeting, with Ms. Lagomasino remaining a member) and also serves on the Governance & Nominating Committee . In fiscal 2024, the Board met 8 times and all then-serving Directors attended at least 75% of the aggregate meetings and attended the 2024 Annual Meeting .

Past Roles

External Roles

Board Governance

• Current committee assignments: Compensation Committee (Current Chair; anticipated Chair transition to Mary T. Barra post-Annual Meeting; Lagomasino remains a member), and Governance & Nominating Committee .
• Committee meeting frequency in fiscal 2024: Compensation Committee (8), Governance & Nominating Committee (5) .
• Independence: Board determined all directors other than the CEO (Robert A. Iger) are independent; Lagomasino is independent .
• Attendance: Board met 8 times; each then-serving Director attended at least 75% of Board and applicable committee meetings; all attended the 2024 Annual Meeting .
• Tenure policy exception: Board asked Ms. Lagomasino (age 75) to stand for re‑election due to institutional knowledge and leadership continuity during CEO succession planning; policy generally limits re‑nomination at age 75 absent Board determination .
• Risk oversight scope of committees: Compensation Committee oversees senior leadership succession (outside the Succession Planning Committee), workforce equity, and compensation risk; Governance & Nominating oversees ESG reporting, lobbying/political strategy, and human rights policies .

Fixed Compensation

Director compensation program (Fiscal 2024):

Lagomasino – Fiscal 2024 director compensation:

Fee form (Fiscal 2024):

Perquisites available to non‑employee directors include product familiarization up to $15,000 FMV per year and matching gifts up to $20,000; family may accompany directors on Company aircraft on a space‑available basis . Lagomasino received tax reimbursement associated with benefits of $4,168 in fiscal 2024 .

Performance Compensation

Compensation Committee’s executive pay metrics (Fiscal 2024 Annual Incentive Plan) overseen by Lagomasino as Chair:

Performance‑based restricted stock units (PBUs) design and thresholds:

Committee responsiveness: increased PBUs weight (CEO 60%, other NEOs 50%), raised TSR target to 55th percentile, adopted cash severance policy capping at 2.99x salary+target bonus without shareholder approval, and expanded clawbacks beyond Dodd‑Frank for reputational/financial harm .

Forward‑looking change (Fiscal 2025 PBUs): add Adjusted EPS Growth (50% weight), shift TSR comparator to S&P 500 Media & Entertainment Index (25%), retain ROIC (25%) .

Other Directorships & Interlocks

Expertise & Qualifications

• Fiduciary and governance leadership via Institute for the Fiduciary Standard and Millstein Center advisory role; deep investor perspective from private banking executive roles .
• Extensive finance, investment, and capital markets experience; global brand and risk management through public company board service .
• Active in shareholder engagement; as Compensation Chair, she integrated investor feedback into pay design and oversight .

Equity Ownership

• Director stock ownership guideline: at least 5x annual Board retainer; all current Directors complied or were within the three‑year build period as of January 16, 2025 .
• Hedging and pledging of Company securities prohibited for Directors (with limited grandfathering for pre‑Section 16 pledges) .

Governance Assessment

• Strengths:

  • Independent director with deep fiduciary and compensation expertise; chaired an active Compensation Committee that met 8 times in fiscal 2024 and advanced pay‑for‑performance rigor (higher PBU weighting, TSR bar, clawbacks, severance cap) .
  • Member of Governance & Nominating overseeing ESG, human rights, lobbying, and Board refresh; strong shareholder engagement credentials .
  • Ownership alignment through substantial director stock units and compliance with ownership guidelines .

• Watch items and red flags:

  • Age policy exception: Board re‑nominated Ms. Lagomasino at age 75 citing continuity and institutional knowledge amid leadership transitions; while justified, it modestly tempers refreshment optics (RED FLAG – monitor succession of Compensation chair now anticipated to move to Mary Barra) .
  • Interlock risk: Shared Coca‑Cola board service with Carolyn N. Everson; no related‑party transactions disclosed but interlocks warrant monitoring for potential perception of influence (no DIS‑Coca‑Cola transactions disclosed) .
  • Perquisites/tax reimbursements are modest; All Other Compensation of $4,168 largely tax reimbursement, not indicative of misalignment .

• Related‑party and conflicts:

  • Disney’s Related Person Transaction Approval Policy requires Governance & Nominating review/approval; 2024 relationships with Vanguard and BlackRock (≥5% holders) involve plan options and services with committee approval; no Lagomasino‑specific related transactions disclosed .

• Board effectiveness signals:

  • Robust committee oversight (compensation risk, workforce equity, ESG/human rights) and documented shareholder responsiveness; strong alignment of executive incentives with growth, profitability, and ROIC .
  • Estimate and payout transparency: fiscal 2024 AIP posted ranges and actuals; PBU payout history shows consequences of below‑threshold TSR, supporting pay‑for‑performance credibility .