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Nelson Peltz Names Disney Directors He Wants Ousted In Proxy Fight

Nelson Peltz wants Disney shareholders to elect him and former Disney executive Jay Rasulo to the company’s board, and today he unveiled the two current directors he’d like unseated to make room.

Trian, Peltz’s investment firm, asked shareholds to withhold votes for Maria Elena Lagomasino and Michael Froman and vote for himself and Rasulo instead as he ramps up his campaign against Disney for what he calls poor management that’s resulted in a lagging stock price. The board showdown will come at Disney’s annual meeting this spring — the date hasn’t been announced. Peltz has been slamming the company in shareholder communications and on a website called Restore The Magic.

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In an SEC filing today, Trian said Froman “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 said Lagomasino’s “background in wealth management also appears largely unrelated to Disney’s businesses.”

“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.

It said “she also has a track record of overseeing problematic compensation practices at other companies where she has served on the compensation committee, including as chair.”

Finally, each of the Opposed Company Nominees is a member of the Company’s Governance and Nominating Committee, where they have overseen poor corporate governance and significant succession issues.

Disney didn’t immediately respond to a request for comment on the filing.

Froman joined the board in 2018 as a top Mastercard executive and former U.S. Trade Representative. “Given his broad experience and extraordinary career spanning both the public and private sectors, Mike brings a unique perspective that will be extremely valuable as we continue to build the future of Disney,” Iger said then.

Trian had targeted Froman a year ago in a similar fight with Disney but one that Peltz dropped before the annual meeting after a newly returned Iger announced a sweeping restructuring.

Lagomasino joined the board in 2015 as CEO and managing partner of financial advisory firm WE Family Offices. She had previously worked at JP Morgan, Chase and Citi. “Ms. Lagomasino is a respected leader in the finance and investment field and also has a wealth of experience with, and keen understanding of, global consumer brands,” said Iger.

According to Disney, Peltz had not contributed “one strategic idea that would benefit shareholders” and that Rasulo had been out of the business for too long and would have an “outdated perspective,” and that since he was passed over for CEO in 2015 he’d have a hard time working constructively for Iger.

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