Peltz Picks Incumbents That He Wants Bounced from Disney’s Board

Nelson Peltz/IMAGE: Bloomberg Wealth via YouTube

Last year activist investor Nelson Peltz started, then quickly and abruptly ended, a campaign to win himself a seat on the board of The Walt Disney Company. At last year’s annual meeting for the company, National Legal and Policy Center, a shareholder in the entertainment and media giant, called for the replacement of the entire board.

We also said in August, as Disney’s stock price plummeted to historical lows, that Peltz should have stuck with his board campaign.

This year he’s back for another go at the board, and it appears this time he will stick with it, nominating himself and former Disney executive Jay Rasulo as director candidates on behalf of his Trian Fund Management. And now he has identified the two incumbent Disney directors that he would like to see replaced, according to Deadline.com:

Trian, Peltz’s investment firm, asked shareholders to withhold votes for Maria Elena Lagomasino (pictured at top) 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…

 

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 [CEO Bob] 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.”…

 

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.”

Poor governance and succession planning are two of the many reasons we cited in our own filing with the SEC last year, which opposed re-election of Lagomasino, Froman, and the rest of the directors.

There are other questions worth pondering about Lagomasino, who is also the Lead Independent Director for The Coca-Cola Company. As a child in 1960, Lagomasino fled Castro’s communist revolution in Cuba with her family. They settled in America and Lagomasino grew up in Connecticut, and later rose to the top of the corporate financial world.

Paul Chesser, director of NLPC’s Corporate Integrity Project, wrote about her in 2022:

Lagomasino is also the second-longest serving director for the Walt Disney Co., and is the lead independent director for the Coca-Cola Co. Both corporations have extensive operations in China, and in order to access that expansive market, both have shown troubling obeisance to its communist government.

 

Disney is under fire recently for its opposition to Florida’s recently passed Parental Rights in Education law. But supporters of the legislation have pointed out “woke” Disney’s hypocrisy in attacking Florida while the company looks the other way when it comes to China’s human rights atrocities.

 

One wonders: Has the Cuban refugee Lagomasino had anything to say in the boardroom about Disney’s genuflection to communists?

 

Likewise…[Coca-Cola Chairman and CEO James] Quincey has continued Coca-Cola’s aggressive expansion in the communist nation. He and his predecessor signed over rights to state-owned COFCO Co. for half of its bottling factories in the country — at least one of which operates in the region of Xinjiang, where the oppressive government has forced millions of Muslim-minority Uyghurs into slave labor operations and concentration camps. A report issued in March 2020 by the Congressional-Executive Commission on China found that Coca-Cola was “suspected of ties to forced labor in Xinjiang.”

 

Does Lagomasino — who again, is Coke’s top independent director — bring to bear her traumatic childhood experience, when corporate decision-making about operations in China is considered?

As normal people should be able to understand, Corporate America and their elite-dominated boards of directors are an insulated and out-of-touch group that do little to hold executive management accountable. NLPC seeks to change that.