Big Shake Up at The Walt Disney Company as Mark Parker Replaces Susan Arnold as New Chairman of the Board

The Walt Disney Company (TWDC) Board of Directors announced that it has elected independent director Mark G. Parker as the new Chairman of the Board, effective following the next Annual Meeting of Shareholders.

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The Details

Mr. Parker, a seven-year member of the Disney Board, as well as Executive Chairman of NIKE, Inc., will succeed Susan E. Arnold, who is not eligible for re-election pursuant to the 15-year term limit under Disney’s Board Tenure Policy.

Mr. Parker will also chair a newly created Succession Planning Committee of the Board, which will advise the Board on CEO succession planning, including review of internal and external candidates.

His appointment is effective following Disney’s upcoming annual meeting of shareholders, which usually takes place in March.

With Ms. Arnold’s departure, the size of the Board will also be reduced to 11 members.

Those nominated for re-election to the board include incumbent directors Mary T. Barra, Safra A. Catz, Amy L. Chang, Francis A. deSouza, Carolyn Everson, Michael B.G. Froman, Robert A. Iger, Maria Elena Lagomasino, Calvin R. McDonald, and Derica W. Rice.

Ms. Arnold was named Chairman of the Board in December 2021, succeeding Robert A. Iger when he departed TWDC at the end of that year.

“Mark Parker’s vision, incredible depth of experience and wise counsel have been invaluable to Disney, and I look forward to continuing working with him in his new role, along with our other directors, as we chart the future course for this amazing company,” said Robert A. Iger, Chief Executive Officer, The Walt Disney Company.

“On behalf of my fellow Board members and the entire Disney management team, I also want to thank Susan for her superb leadership as Chairman and for her tireless work over the past 15 years as an exemplary steward of the Disney brand.”

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New Chairman

Mr. Parker has been a member of the Board of Directors of NIKE since 2006, and has been a Director of TWDC since January 2016.

He has been employed by NIKE since 1979 in a variety of positions with primary responsibilities in product research, design and development, marketing and brand management.

Said Mr. Parker in the announcement: “I am honored to have the opportunity to serve as Disney’s Chairman, and I look forward to working closely with Bob and his management team on a strategy of growth that balances investment with profitability, while preserving Disney’s core mission of creative excellence, to deliver shareholder value.”

“At the same time, it is the top priority of mine and the Board’s to identify and prepare a successful CEO successor, and that process has already begun.”

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A Proxy Challenge

Also in the announcement, TWDC addressed the outside challenge to the Board of Directors by Nelson Peltz and Trian Group.

Two months ago, Trian began seeking a board seat after investing in an approximately $800 million stake in Disney.

Trian Partners L.P. and Trian Partners Parallel Fund I, L.P., wholly owned subsidiaries of Trian Fund Management, L.P., along with other entities affiliated with Nelson Peltz (collectively, the “Trian Group”), have nominated Peltz for election as director at the Annual Meeting in opposition to the nominees recommended by the Board, and brought a proposal to amend Disney’s Bylaws.

TWDC responded to the challenge in the statement:

“The Walt Disney Company remains open to constructive engagement and ideas that help drive shareholder value. While senior leadership of The Walt Disney Company and its Board of Directors have engaged with Mr. Peltz numerous times over the last few months, the Board does not endorse the Trian Group nominee, and recommends that shareholders not support its nominee, and instead vote FOR all the Company’s nominees (noted above).”