Michael Froman
Walt DisneyAbout Michael B.G. Froman
Michael B.G. Froman, age 62, has served on Disney’s Board since 2018 and is currently President of the Council on Foreign Relations (since 2023). He previously served as Vice Chairman and President, Strategic Growth, at Mastercard (2018–2023), United States Trade Representative (2013–2017), Assistant to the President and Deputy National Security Advisor for International Economic Policy (2009–2013), and held senior roles at Citigroup (1999–2009). He brings deep expertise in international trade, geopolitical risk, digital governance/cyber, and global finance, and serves as Chair of Disney’s Governance and Nominating Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Executive Office of the President (USTR) | United States Trade Representative | 2013–2017 | Led U.S. trade policy; brings international trade insight to Disney strategy |
| Executive Office of the President | Assistant to the President and Deputy National Security Advisor for International Economic Policy | 2009–2013 | Geopolitical and global economic policy expertise |
| Mastercard Incorporated | Vice Chairman and President, Strategic Growth | 2018–2023 | Technology-enabled growth and digital inclusion expertise relevant to DTC/global markets |
| Citigroup | Various roles incl. CEO of CitiInsurance, COO of alternative investments | 1999–2009 | Finance, risk management, and alternative investments experience |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Council on Foreign Relations | President | 2023–Present |
The proxy biography does not list any current public company directorships for Mr. Froman (unlike other directors whose bios explicitly include “Other Public Company Directorships” when applicable).
Board Governance
- Committee assignments: Chair, Governance & Nominating Committee (G&N). The G&N Committee held 5 meetings in FY2024. All members of this committee are independent under NYSE standards and Disney’s Corporate Governance Guidelines.
- Board attendance: In FY2024, the Board met 8 times, and each then‑serving Director attended at least 75% of Board and applicable committee meetings; all then‑serving Directors attended the 2024 Annual Meeting.
- Director tenure: Director since 2018.
- Board/committee matrix: Listed as member/chair of G&N in the director slate.
Fixed Compensation
Director Compensation Structure (FY2024)
| Element | Amount |
|---|---|
| Annual Board retainer (cash or stock election) | $115,000 |
| Annual committee retainer (per committee; except Executive Committee) | $10,000 |
| G&N Committee Chair retainer (in addition to committee retainer) | $20,000 |
| Compensation Committee Chair retainer | $25,000 |
| Audit Committee Chair retainer | $27,500 |
| Annual deferred stock unit grant | $240,000 |
| Independent Chairman additional retainer (≥50% in stock) | $145,000 |
Mr. Froman — Director Compensation (Fiscal 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards (grant-date fair value of deferred stock units) | $242,715 |
| All Other Compensation | $50,702 |
| Total | $418,417 |
All Other Compensation — Detail (Fiscal 2024)
| Item | Amount |
|---|---|
| Product familiarization benefits (company products/services/offerings) | $14,875 |
| Tax liability reimbursement on perqs (gross-up) | $15,827 |
| Matching charitable contribution (company match) | $20,000 |
| Total (ties to “All Other Compensation”) | $50,702 |
Policy context: Non‑employee Directors may receive up to $15,000 per calendar year in products/services and a charitable match up to $20,000; the Governance & Nominating Committee recommends director pay annually with input from an external consultant.
Performance Compensation
| Feature | Detail |
|---|---|
| Equity vehicle | Deferred stock units awarded quarterly; shares typically distributed on the second anniversary of award unless deferred by Director; units are fully vested at grant. |
| Dividend equivalents | Additional stock units credited when dividends are paid, distributed with underlying units. |
| FY2024 unit amount | Each Director serving the full year (including Mr. Froman) was awarded 2,395 units in FY2024. |
| Performance metrics | None disclosed for director equity; awards are not tied to TSR/ROIC or other performance metrics (those apply to executives, not Directors). |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Mr. Froman’s proxy biography. |
| Notable network ties | As President of the Council on Foreign Relations, Mr. Froman shares a non‑profit affiliation with another Disney director, Maria Elena Lagomasino, who is listed as a “member” of the Council on Foreign Relations (non‑profit interlock; not a commercial relationship). |
Expertise & Qualifications
- International trade, foreign relations, and geopolitical risk, drawn from roles as USTR and Deputy National Security Advisor for International Economic Policy.
- Digital governance and cyber issues (international regulation of digital platforms, data flows/privacy), and technology‑enabled growth from Mastercard leadership.
- Finance, risk management, and alternative investments (Citigroup roles).
Equity Ownership
| As-of Date | Shares (#) | Stock Units (#) | Shares Acquirable Within 60 Days (#) | Percent of Class |
|---|---|---|---|---|
| Jan 16, 2025 | 12,373 | 6,178 | — | <1% |
| FY2024 year-end (stock units reference) | — | 6,058 | — | — |
- Ownership detail: Mr. Froman disclaims beneficial ownership of 20 shares held in a trust (included in totals).
- Stock ownership guideline: Directors are expected to own shares equal to at least 5x the annual Board retainer within three years; as of Jan 16, 2025, each serving Director complied (met guideline or within the three‑year build window).
Governance Assessment
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Strengths and signals:
- Independent committee leadership as Chair of Governance & Nominating; committee responsibilities include director independence oversight, board self‑evaluation, related‑person transaction approvals, ESG/political activity oversight, and director compensation recommendations.
- Attendance: Board met 8 times in FY2024; each Director attended ≥75% of applicable meetings; all attended the 2024 Annual Meeting, supporting engagement expectations.
- Skills fit: Brings differentiated global perspective on trade/geopolitics, digital governance/cyber, and technology‑enabled growth—aligned with Disney’s international operations and DTC strategy.
- Ownership alignment: In compliance with director ownership guideline (5x retainer within 3 years), and holds both shares and deferred stock units.
-
Watch items / potential red flags:
- Perquisites and tax gross‑ups: In FY2024, Mr. Froman received $14,875 in product familiarization benefits and $15,827 in tax liability reimbursement (gross‑up) on perqs, which some governance observers view as shareholder‑unfriendly.
- All Other Compensation includes charitable match ($20,000); while standard at Disney, investors often monitor the overall perq framework for director independence optics.
No specific related‑person transactions involving Mr. Froman are disclosed in the sections provided; the Governance & Nominating Committee reviews and approves such transactions under Disney’s policy.