Nelson Peltz Wants to Replace Disney Directors in Proxy Battle

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Nelson Peltz is calling for the removal of two current Disney directors and the election of himself and former Disney executive Jay Rasulo to the board, as he continues to challenge the company’s management and its underperforming stock price.

Peltz’s investment firm, Trian, urged shareholders to withhold votes for Maria Elena Lagomasino and Michael Froman, and to instead vote for Peltz and Rasulo, as part of his ongoing campaign against Disney. The showdown will take place at Disney’s upcoming annual meeting, the date of which has not yet been announced. Peltz has been criticizing the company in shareholder communications and through a website called Restore The Magic.

In a recent SEC filing, Trian criticized Froman’s lack of experience as a public company director outside of Disney, citing his career in unrelated fields such as federal trade representation, national security advising, and finance. Similarly, Trian stated that Lagomasino’s background in wealth management appears to be largely unrelated to Disney’s businesses.

Trian also highlighted Lagomasino’s oversight of “misaligned compensation practices” as a member and chair of Disney’s Compensation Committee, and pointed out her problematic track record in overseeing compensation practices at other companies where she served on the compensation committee. Additionally, Trian raised concerns about the corporate governance and succession issues overseen by the Company’s Governance and Nominating Committee, of which the opposed directors are members.

Disney has not yet responded to requests for comment on the filing.

Froman joined the board in 2018 as a top executive at Mastercard and former U.S. Trade Representative. Disney CEO Bob Iger praised Froman for his broad experience in both the public and private sectors, stating that his unique perspective would be valuable for the company’s future.

Peltz previously targeted Froman in a similar battle with Disney a year ago, but withdrew the challenge after Iger announced a major restructuring. Lagomasino, on the other hand, joined the board in 2015 and is the CEO and managing partner of the financial advisory firm WE Family Offices, with previous experience at JP Morgan, Chase, and Citi. Iger described her as a respected leader in finance and investment, with a deep understanding of global consumer brands.

Disney has criticized Peltz for not contributing strategic ideas for shareholder benefit, and has raised concerns about Rasulo’s relevance due to his prolonged absence from the business and his potential challenges in working constructively with Iger, following his unsuccessful bid for the CEO position in 2015.