Walt Disney Co
For the period ended Mar 18, 2026. Filed Jan 22, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 18, 2026 · Filed Jan 22, 2026
Contents
Executive Compensation Program Overview
We design our executive compensation program to drive the creation of long-term shareholder value. We do this by linking compensation payouts to the achievement of preset performance goals that promote the creation of sustainable shareholder value and by designing compensation to attract and retain distinguished executives in a competitive market for talent. We provide compensation opportunities that consider peer compensation levels and practices and individual circumstances of our Company and executives.
Total direct compensation comprises a mix of variable and fixed compensation that is heavily weighted toward variable performance-based compensation. Our performance-based compensation includes a short-term annual performance-based bonus and longer-term equity awards that deliver value based on financial and stock price performance. Our equity awards include PBUs that are eligible to vest after three years and only upon meeting preset performance targets. The following table sets forth the elements of total direct compensation in fiscal 2025 and the objectives and key features of each element.
| The Walt Disney Company | Notice of 2026 Annual Meeting and Proxy Statement | 41 |
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| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
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| OBJECTIVES AND KEY FEATURES | |
| BASE SALARYObjectives:The Compensation Committee sets salaries to reflect job responsibilities and to provide competitive fixed pay.Key Features:•Minimum salaries set in NEO employment agreements•Committee discretion to adjust annually based on changes in experience, nature and responsibility of the position, competitive considerations and CEO recommendation (except in the case of the CEO) | |
| ANNUAL PERFORMANCE-BASED BONUSObjectives:The Compensation Committee structures the bonus program to incentivize performance at the high end of the financial performance measure ranges that it establishes early in the applicable fiscal year. The Committee believes that incentivizing performance against key annual metrics will lead to long-term, sustainable gains in shareholder value.Key Features:•Target bonus for each NEO set by the Committee early in the fiscal year considering employment agreement provisions, competitive considerations, CEO recommendations (except for the CEO) and other factors the Committee deems appropriate•Unless otherwise adjusted downward by the Committee, payout on 70% of target is formulaic and determined by performance against financial performance ranges developed by the Committee early in the fiscal year•Unless otherwise determined by the Committee, payout on 30% of target determined by Company-wide Other Performance Factors (“OPFs”) and the Committee’s assessment of individual performance based both on other performance objectives and on CEO recommendation (except for the CEO) | |
| ANNUAL EQUITY AWARDSObjectives:The Compensation Committee structures equity awards to link rewards to long-term shareholder value. Annual grants are made in the beginning of each fiscal year. Equity awards carry vesting terms that extend for three years and include PBUs for which the value depends on Company financial performance, including total shareholder return performance relative to the S&P 500 Media & Entertainment Index. These awards provide incentives to create and sustain long-term growth in shareholder value.Key Features:•Combined value of stock options, PBUs and RSUs determined by the Committee considering employment agreement provisions, competitive market conditions, evaluation of executive’s performance and CEO recommendation (except awards for the CEO)•Allocation of annual awards for CEO: 60% PBUs; 40% stock options•Allocation of annual awards for other NEOs in fiscal 2025 (based on award value): 50% PBUs; 25% RSUs; 25% stock options | |
| PERFORMANCE-BASED RESTRICTED STOCK UNITSKey Features:•PBUs reward executives only if preset performance targets are met•PBUs vest subject to the level of achievement under multi-year performance tests. Payout ranges from 0% if performance is under threshold, to 50% if performance is at threshold and up to 200% if performance is at or above maximum•Each PBU grant vests: (i) 50% based on three-year average Adjusted EPS Growth, (ii) 25% based on three-year cumulative TSR relative to the S&P 500 Media & Entertainment Index and (iii) 25% based on three-year ROIC performance. Awards as described in the section titled “Executive Compensation — Compensation Tables — Fiscal 2025 Grants of Plan-Based Awards Table” | |
| STOCK OPTIONSKey Features:•Exercise price equal to average of the high and low trading prices on day of award•Option re-pricing without shareholder approval is prohibited•Ten-year term•Vest one-third per year over three years•Have no realizable value unless share price increases from date of grant | |
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| TIME-BASED RESTRICTED STOCK UNITSKey Features:•Vest one-third per year over three years•Mr. Iger's equity mix does not include RSUs | |
| 42 | The Walt Disney Company | Notice of 2026 Annual Meeting and Proxy Statement |
| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
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COMPENSATION AT RISK
The Compensation Committee believes that the large majority of the compensation for NEOs should be at risk and tied to a combination of long-term and short-term Company performance.
In establishing a mix of fixed-to-variable compensation, the Committee seeks to maintain its goal of making compensation overwhelmingly tied to performance, while also providing compensation opportunities that are competitive with employment opportunities available to the executive. In particular, the Committee expects that performance at the high-end of ranges will result in overall compensation that is sufficiently attractive relative to compensation available at successful competitors and that performance at the low-end of ranges will result in overall compensation that is less than that available from competitors with more successful performance.
The following charts show the percentage of the target total direct annual compensation for Mr. Iger and all other NEOs that is variable or at risk versus being fixed with respect to fiscal 2025. At risk compensation includes both the target performance-based cash bonus and equity awards while the only fixed component of pay is base salary.
| CEO – MR. IGER | Non-CEO NEOs |
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| CEO – MR. IGER | Non-CEO NEOs |
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| The Walt Disney Company | Notice of 2026 Annual Meeting and Proxy Statement | 43 |
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| Proxy Summary | Corporate Governance and Board Matters | Director Compensation | Executive Compensation | Audit-Related Matters | Items to Be Voted On | Information About Voting | Certain Relationships and Related Person Transactions | Other Information |
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PERFORMANCE PLAN PAYOUT HISTORY
For fiscal 2025, the CEO continued receiving 60% of his annual long-term incentive grant in the form of PBUs. For NEOs other than the CEO, their PBU weighting also remained the same, at 50%. Due to below-threshold TSR performance (for fiscal 2021 - 2024) and performance between the threshold and target (for fiscal 2025) relative to the S&P 500, our executives have received below-target payouts of annual PBUs in each of the last five years. The table below reflects the vesting of the annual PBU grants vesting over the last five years, all of which resulted in below-target payouts.
1 Excludes: (i) Mr. Iger’s November 2022 new hire PBU grant, which paid out at 49% of target and (ii) Ms. Schake’s September 2022 promotional PBU grant, which paid out at 107% of target.
See the section below titled “— Fiscal 2025 Compensation Decisions — Equity Incentive Grants — Recent PBU Payout Detail” for further discussion of the most recent PBU payout calculations.
| 44 | The Walt Disney Company | Notice of 2026 Annual Meeting and Proxy Statement |
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