Robert Iger
Walt DisneyAbout Robert Iger
Robert A. Iger (age 73) is Chief Executive Officer and a Director of The Walt Disney Company. He rejoined the Board in 2022 after prior service from 2000–2021 and resumed the CEO role on November 20, 2022, following his earlier tenure as CEO (2005–2020) and Executive Chairman (2020–2021) . Pay-versus-performance disclosures show Disney’s 2024 total shareholder return (TSR) at 78.96 versus peer TSR 179.61, with GAAP net income of $5,773 million and Adjusted Total Segment Operating Income of $15,601 million; 2023 TSR was 66.14 with GAAP net income of $3,390 million and Adjusted Total Segment Operating Income of $12,863 million . He is not considered independent due to his status as an employee director and serves on the Executive Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Walt Disney Company | Chief Executive Officer | 2022–Present | Returned to lead strategic reset; Company highlights include streaming profitability milestones and box office leadership . |
| The Walt Disney Company | Chairman and Chief Executive Officer | 2012–2020 | Led major acquisitions/integration (Pixar, Marvel, Lucasfilm, 21st Century Fox); scaled DTC . |
| The Walt Disney Company | President and Chief Executive Officer | 2005–2012 | Initiated DTC strategy and global expansion . |
| The Walt Disney Company | President and Chief Operating Officer | 2000–2005 | Oversaw operations during early globalization and brand extension . |
| ABC, Inc. / ABC Group / Walt Disney International | President/Chairman roles | 1994–2000 | Managed ABC operations and Disney international expansion . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Walt Disney Company | Director | 2000–2021; 2022–Present | Employee director; member, Executive Committee . |
| Apple Inc. | Director (Former) | 2011–2019 | Former public company directorship . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,096,154 | 865,385 | 1,000,000 |
| Target Bonus (% of salary) | — | — | 500% |
| Annual Bonus Paid ($) | 4,370,000 | 2,140,000 | 7,220,000 |
| All Other Compensation incl. Perqs ($) | 2,466,520 | 2,478,333 | 2,145,767 |
| Pension Change ($) | — | — | 495,142 |
| Total Compensation ($) | 14,998,299 | 31,587,166 | 41,114,015 |
Notes:
- CEO must use corporate aircraft for personal travel for security; company pays CEO security costs deemed reasonable .
Performance Compensation
- Annual cash incentive (AIP) design (FY24): 70% financial metrics; 30% Other Performance Factors (OPFs) with individual assessment. For Iger in FY24: Financial Performance scored 129% and OPF factor 180%, on a 500% target bonus, yielding $7.22M .
- Financial metrics focus areas: adjusted revenue, adjusted total segment operating income, and adjusted after-tax free cash flow; FY24 targets were increased YoY for operating income and after-tax FCF .
- Long-term equity mix (CEO): 60% performance-based stock units (PBUs) and 40% stock options; no time-vested RSUs for Iger .
| FY24 AIP Components | Weighting | Target/Scoring Framework | Actual Result | Payout Impact |
|---|---|---|---|---|
| Financial Performance | 70% | Committee-set ranges for adjusted revenue, adjusted TSOI, adjusted after-tax FCF | 129% | Contributes 70% × 129% |
| OPFs (incl. strategic/operational goals) | 30% | Committee assessment (enterprise-wide OPFs and individual performance) | 180% | Contributes 30% × 180% |
| Final AIP Bonus (on 500% target) | — | — | — | $7,220,000 |
PBU Metrics and Outcomes:
- PBU metric construction: 50% three-year relative TSR vs S&P 500; 50% multi-year ROIC; threshold–max payouts from 0%–200% .
- FY23 (granted Nov 2022) Iger PBUs vesting in FY25: TSR 0% (below threshold), ROIC 97.77%, total payout 48.89% of target .
- FY22 company PBUs: TSR 0%, ROIC 146.86%, total payout 73.43% of target .
Forward-looking design change (FY25 PBUs): Add Adjusted EPS Growth (50% weight) alongside ROIC (25%) and relative TSR (25%) to emphasize profitability and shareholder-aligned outcomes .
Equity Ownership & Alignment
| Ownership Detail (as of Jan 16, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (#) | 253,639 | Includes 20,820 shares in company savings/investment plans . |
| Stock Units (#) | — | None reported in director/NEO table . |
| Shares Acquirable within 60 Days (#) | 2,111,289 | Options/exercisable within 60 days . |
| Percent of Class | <1% | Marked “*” = less than 1% . |
| CEO Ownership Guideline | 5x salary; Iger holds >27x salary | Policy requires 5x; Iger exceeds at >27x (excludes PBUs) . |
| Hedging/Pledging | Prohibited | No hedging; pledging prohibited for directors/NEOs (with limited grandfathering) . |
| Clawback | Dodd‑Frank compliant plus broader reputational/financial-harm clawbacks under 2011 plan . |
Outstanding Equity (FY24 year-end):
| Grant | Type | Status/Units | Key Terms |
|---|---|---|---|
| 12/15/2023 | Options | 374,417 unexercisable | Strike $93.44; exp. 12/15/2033; vests 1/3 annually (see schedule J below) . |
| 11/20/2022 | Options | 92,900 exercisable; 185,799 unexercisable | Strike $92.04; exp. 11/20/2032; unvested options vest 12/31/2024 per (E) . |
| 12/14/2021 | Options | 33,499 exercisable; 16,750 unexercisable | Strike $150.07; exp. 12/14/2031; remaining vests 12/14/2024 (G) . |
| 12/14/2021 | RSUs | 11,553 not vested | MV $1,109,249 at FY24 year-end . |
| 11/20/2022 | RSUs | 83,809 not vested | MV $8,046,474 at FY24 year-end . |
| 12/14/2021 | PBUs | 7,867 target unearned | MV $755,311 at FY24 year-end . |
| 11/20/2022 | PBUs | 85,712 target unearned | MV $8,229,161; cliff vest Nov 20, 2024 (F) with 2-year ROIC/TSR . |
| 12/15/2023 | PBUs | 168,353 target unearned | MV $16,163,572; standard 3‑year ROIC/TSR . |
Vesting Schedule highlights (potential supply overhang):
- Standard: options vest 1/3 per year over 3 years; PBUs cliff vest at 3 years subject to performance; RSUs vest 1/3 per year (Iger has no new RSUs) .
- Specific dates:
- 12/15/2023 grants: one-fifth tranches on 12/15/2024, 6/15/2025, 12/15/2025, 6/15/2026, 12/15/2026 (J) .
- 11/20/2022 PBUs: cliff vest 11/20/2024 (F) .
- 11/20/2022 unvested options: vest on 12/31/2024 (E) .
Employment Terms
| Term | Detail |
|---|---|
| Current CEO term | CEO since Nov 20, 2022 . |
| Employment agreement expiration | December 31, 2026; if Iger remains employed through that date, any outstanding unvested options granted in FY24+ become fully vested and exercisable for five years . |
| Post‑retirement consulting | $500,000 per quarter for five years; company-paid security services for five years (no personal aircraft use). Obligations suspended while re-employed; remaining term resumes upon next retirement . |
| Termination – death/disability (FY24 values) | Cash: $7,220,000; Option acceleration: $1,701,177; RSU/PBU acceleration: $33,655,921 (valued at $96.01 per share at FY-end) . |
| Termination – other than cause / good reason | For Iger: lump-sum cash equal to base salary through employment term expiration (payable six months + one day post-termination); pro‑rata target bonus for year of termination; continued/accelerated vesting per plan terms; consulting/security per above . |
| Change in control (FY24 values) | Cash: $9,485,385; Option value: $1,701,177; RSU/PBU value: $33,655,921 (estimates at $96.01) . |
| “Good reason” definition | Reduction in base/target bonus/LTI opportunity; removal from position; material reduction of duties; materially inconsistent duties impairing function (with 30-day cure right) . |
| Clawback | Compliant with SEC/NYSE; broader clawback under 2011 Stock Plan for reputational/financial harm . |
| Hedging/pledging | Prohibited under Insider Trading Compliance Policy . |
| Aircraft/security perqs | Company requires personal use of corporate aircraft for CEO for security; company pays security services deemed reasonable . |
| Director pay | Employee directors receive no additional director compensation . |
Board Governance
- Independence: The Board determined all Directors (serving in FY24/nominees) are independent except Mr. Iger due to his employment .
- Committee roles: Iger serves on the Executive Committee; he is not listed on Audit, Compensation, or Governance and Nominating committees .
- Governance balance: Disney maintains an independent Chairman role (with a separate retainer) and the independent Chairman facilitates communications and board agenda/oversight; non-employee director compensation structure disclosed; employee directors receive no director fees .
- Board/Committee composition and responsibilities summarized; Compensation Committee held eight meetings in FY24 and oversees CEO pay and succession; Audit oversees financial statements/internal controls and cybersecurity .
Compensation Structure Analysis
- Mix and “pay at risk”: In FY24, 97% of Iger’s total target compensation was performance-based (including 60% PBUs) .
- Metrics rigor: FY24 AIP financial targets (adjusted TSOI and adjusted after-tax FCF) were raised year-over-year and aligned to pre‑COVID ranges as performance normalized; equity PBUs track multi‑year ROIC and relative TSR .
- No one-time awards in FY24: Committee did not approve any special one-time awards for continuing NEOs in FY24, responding to shareholder feedback and 2024 advisory vote results .
- Forward tightening: For FY25 PBUs, added Adjusted EPS Growth (50%) to sharpen alignment with profitability and shareholder value creation .
- Realized PBU outcomes: Iger’s FY23 PBU payout at 48.89% (TSR 0%/ROIC 97.77%) underscores downside sensitivity to underperformance versus peers on TSR .
Equity Grant Detail (FY24)
| Component | Value ($) | Notes |
|---|---|---|
| Stock Options | 12,000,000 | Granted 12/15/2023; strike $93.44; 10-year term; standard 1/3 vesting per year . |
| PBUs | 18,000,000 | Granted 12/15/2023; 50% TSR vs S&P 500; 50% ROIC; 3-year cliff vest; additional 11/27/2023 ROIC tranche from FY22 award ($253,039) . |
| Total FY24 Equity Award | 30,000,000 | CEO equity mix is 60% PBUs / 40% options; no RSUs for Iger . |
Grant mechanics, vesting, and valuation approaches are disclosed (binomial for options; Monte Carlo for TSR PBUs; grant-date valuations under ASC 718) .
Performance & Track Record
| Fiscal Year | CEO “Compensation Actually Paid” ($) | Company TSR ($) | Peer TSR ($) | GAAP Net Income ($mm) | Adjusted Total Segment Operating Income ($mm) |
|---|---|---|---|---|---|
| 2021 | — | 143.62 | 131.00 | 2,507 | 4,055 |
| 2022 | — | 76.97 | 96.74 | 3,505 | 12,121 |
| 2023 | 21,754,776 | 66.14 | 128.26 | 3,390 | 12,863 |
| 2024 | 40,704,301 | 78.96 | 179.61 | 5,773 | 15,601 |
Qualitative highlights under Iger (FY24): streaming profitability and integration (Hulu on Disney+), record global box office (Inside Out 2 at $1.7B; Deadpool & Wolverine at $1.3B), and major awards recognition (60 Emmys) .
Say‑on‑Pay & Shareholder Feedback
- Committee and independent directors engaged extensively with investors (25 Compensation Committee conversations in FY24). Responses included no special one-time awards, highly performance-based program (97% at risk for CEO), and higher financial targets; Committee continues to consider feedback in succession and program design .
Board Service, Independence, and Dual‑Role Implications
- Iger is an employee director (non‑independent) and sits on the Executive Committee; independence concerns are mitigated by an independent Chairman who organizes agendas, advises committee chairs, and facilitates independent director–CEO communications .
- Director compensation structure clearly separates employee vs. non‑employee compensation; employee directors (including Iger) receive no board retainers or equity grants reserved for non‑employee directors .
Investment Implications
- Alignment and incentives: Iger’s package remains highly performance‑levered with 97% at‑risk pay, PBU metrics anchored in ROIC/TSR (and FY25 EPS Growth), and strong ownership alignment (>27x salary; hedging/pledging prohibited) — supportive for long‑term value creation and reducing agency risk .
- Vesting overhang and potential selling pressure: Multiple vesting events (11/20/2024 PBU cliff; 12/31/2024 option vesting; staged 2024–2026 tranches) could create periodic supply; monitor Form 4s around these dates to gauge actual selling behavior .
- Retention and transition risk: Contract runs through 12/31/2026 with full vesting of FY24+ options at expiration and post‑retirement consulting; termination economics are sizable but largely equity‑based, with clawbacks and no hedging/pledging; governance structure includes independent Chairman, partially offsetting dual‑role concerns .
- Pay-for-performance credibility: FY23 PBU payout at 48.89% (TSR 0%) demonstrates downside sensitivity; FY24 AIP above target (129% financial / 180% OPF) reflects operational progress (streaming profitability, box office), but TSR trailed peers in FY24 — suggesting continued external execution scrutiny despite internal improvements .