Nelson Peltz, through his Trian Partners hedge fund, is seeking to shake up the Disney board by installing himself and ex-Disney CFO Jay Rasulo as directors, a looming proxy fight that has aggravated CEO Bob Iger.
Now Peltz has identified the two Disney board members he wants removed: Michael Froman and Maria Elena Lagomasino.
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Froman is president of the Council on Foreign Relations and former vice chairman and president, strategic growth at Mastercard. Lagomasino is CEO and managing partner of WE Family Offices and a former senior executive at JP Morgan Private Bank and Chase Manhattan Bank and a current director of the Coca-Cola Co.
In a Jan. 31 filing, Peltz’s Trian appealed to Disney shareholders to vote against Froman and Lagomasino and instead vote himself and Rasulo in as directors.
Per the filing, Trian is asking shareholders to withhold votes for Froman “because he has no experience as a public company director outside of Disney and has spent most of the past 25 years of his career in fields which appear largely unrelated to Disney’s businesses: working as a federal trade representative, a national security advisor, and a financial executive.” Trian noted that Froman has only one skill that is “central to Disney’s strategy,” citing Disney’s own proxy statement: brand, marketing and retail management.
Peltz had previously targeted Froman in Trian’s short-lived proxy fight a year ago.
Regarding Lagomasino, Trian said in the filing that “her background in wealth management also appears largely unrelated to Disney’s businesses and, like Mr. Froman, she only has one skill central to Disney’s strategy” — brand, marketing and retail management. The hedge fund continued, “Furthermore, as a member of Disney’s Compensation Committee since 2015 and its Chair since 2019, Ms. Lagomasino has overseen a number of misaligned compensation practices, including the award of a massive compensation package to Mr. Iger in connection with the acquisition of Twenty-First Century Fox, and more recently, the approval of a fiscal year 2023 compensation program that we believe fails to align the compensation of Disney executives with the Company’s financial and operational performance.”
In addition, according to Trian, both Froman and Lagomasino are on Disney’s Governance and Nominating Committee, “where they have overseen poor corporate governance and significant succession issues.”
Disney reps did not respond to requests for comment.
Trian controls about $3 billion worth of Disney’s shares, 78% of which are owned by former Marvel Entertainment chairman Ike Perlmutter. Disney alleges Perlmutter, who was terminated from the Marvel role last year, has a “longstanding personal agenda” against Iger.
It’s unclear whether Peltz’s Trian has enough shareholder support for the fund’s board nominees and other proposals. Trian wants Disney’s board to focus on five areas of reform, including corporate governance, streaming profitability — to “target and achieve Netflix-like margins” of 15%-20% by fiscal year 2027 — as well as reinvigorating Disney’s studios creative output and growth in Disney’s Parks and Experiences unit, and to “commit to a reasonable, defined payback period and return profile on ESPN flagship direct-to-consumer and communicate it in detail prior to launch.”
Also in its filing Wednesday, Trian recommended voting against the three board candidates nominated by Blackwells Capital, another Disney shareholder: Jessica Schell, a former Warner Bros. and NBCUniversal exec; Tribeca Film Festival co-founder Craig Hatkoff; and TaskRabbit founder Leah Solivan. Blackwells has blasted “Peltz’s reprise of a contrived campaign that is disconnected from the needs of Disney stakeholders.”
Trian said Hatkoff, Schell and Solivan do not have “the same level of relevant experience or qualifications stewarding large, consumer-oriented public companies” as Peltz and Rasulo do. The hedge fund also said that based on Blackwells’ SEC filing, the three nominees “appear to be content with Disney’s current turnaround efforts, rather than seeking to hold the Company accountable for improved performance.”
Disney, in its own proxy filing Jan. 16, formally rejected Trian’s nominations of Peltz and Rasulo to the board as well as the Blackwells candidates.
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