Sonia Coleman

About Sonia Coleman

Sonia L. Coleman is Senior Executive Vice President and Chief People Officer at The Walt Disney Company, leading global people and culture strategy, talent acquisition and development, compensation and benefits, inclusion, organizational effectiveness, and employee services and systems . She was appointed CHRO effective April 8, 2023, reporting to the CEO, and her title was updated to Chief People Officer with an employment term extended to June 30, 2028, alongside compensation adjustments on September 27, 2025 . She holds a B.S. in Organizational Leadership (Chapman University) and an M.S. in Human Resource Management (Florida International University) . Performance context: Disney’s FY2024 adjusted total segment operating income rose 21% YoY, adjusted revenue grew 3%, and adjusted after-tax free cash flow rose 253%, while 3-year relative TSR underperformed and led to forfeiture of certain PBUs granted in prior years .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Note: Despite a strong FY2024 TSR (~19%), 3-year relative TSR performance was below minimum, resulting in forfeiture of 100% of PBUs granted in FY2020–FY2022 that were tied to cumulative relative TSR; ROIC-based PBUs paid below target .

Equity Ownership & Alignment

• Ownership guidelines: NEOs must hold 3x base salary in Company stock (5x for CEO); if below guidelines, must retain at least 75% of net after-tax gain on option exercises for 12 months; all NEOs in office complied as of Jan 16, 2025 .
• Hedging/Pledging: Company’s insider trading policy prohibits hedging and pledging of Company securities by Directors and NEOs; limited grandfathering for pre-Section 16 pledges .
• Insider transactions: On Aug 25, 2025, Coleman sold 1,971 shares at $118.57 pursuant to a Rule 10b5-1 plan adopted May 23, 2025; reported indirect holding of 993.364 shares via 401(k) Disney Stock Fund after the transaction .

Employment Terms

• Termination without cause / good reason: Continued vesting of options, RSUs, and PBUs through the end of the employment term; if age ≥60 with ≥10 years of service at end of term, awards granted ≥1 year prior continue to vest beyond term; options remain exercisable (subject to original expiry) .
• Retirement vesting: If age ≥60 with ≥10 years of service and awards granted ≥1 year prior, options/RSUs/PBUs continue to vest post-retirement; options exercisable up to five years post-retirement (not beyond original expiry); certain non-U.S. employees excluded .
• Cash severance policy: Any cash severance >2.99x salary+target bonus for Section 16 officers requires shareholder approval; clawback policy adopted and applied to incentive-based compensation and equity awards, including reputational/financial harm beyond restatements .
• No hedging/pledging; insider trading compliance processes in place .

Investment Implications

• Pay-for-performance alignment: Coleman’s incentive pay is tied to enterprise metrics (adjusted segment operating income 50%, adjusted revenue 25%, adjusted after-tax free cash flow 25%) and OPFs (30%), with PBUs linked to multi-year TSR, ROIC, and, from FY2025, Adjusted EPS Growth (50% weight), indicating strong linkage to shareholder value drivers and profitability focus .
• Retention risk: Multi-year vesting of options/RSUs and three-year PBU cycles, plus extended employment term to June 30, 2028, reduce near-term attrition risk; retirement and termination provisions continue vesting under specified conditions, further stabilizing retention incentives .
• Trading signals: The Aug 25, 2025 Form 4 sale (1,971 shares at $118.57) under a 10b5-1 plan appears small relative to overall holdings and vesting pipeline; monitor for additional Rule 10b5-1 sales around vest dates and fiscal grant cycles to gauge insider selling pressure .
• Governance and risk: Prohibitions on hedging/pledging and a robust clawback policy mitigate misalignment and risk; prior forfeitures of TSR-linked PBUs reflect discipline in long-term performance payouts, which may temper near-term equity windfalls unless relative TSR and ROIC improve .
• Ownership alignment: NEO ownership guidelines (3x salary) and compliance status as of Jan 16, 2025, plus meaningful shares acquirable within 60 days (28,924), suggest ongoing alignment with shareholder interests; monitor compliance relative to updated $1,000,000 base salary and increased equity targets .