If the Walt Disney Co. ever decides that the same person will serve as CEO and chairman of its board of directors, as Michael Eisner did for so many years, it will have to jump through some self-direc
(The Hollywood Reporter) -- If the Walt Disney Co. ever decides that the same person will serve as CEO and chairman of its board of directors, as Michael Eisner did for so many years, it will have to jump through some self-directed hoops.
The board said Jan. 6 that those two positions would be formally separated, though it left the door open for exceptions.
"The chairman of the board shall be an independent director unless the board concludes that the best interests of shareholders would otherwise be better served," states Disney's new guidelines, which also stipulate that if a chairman is not an independent director there must be a written explanation in proxy materials as to why.
The decision is said to be spurred by requests from those who represent large shareholders, primarily Connecticut State Treasurer Denise Nappier, who said Jan. 6 that she has withdrawn her proposal to force the board into doing essentially what Disney now has done voluntarily.
The issue has been on the front burner at Disney since Eisner stepped down as chairman of the board and George Mitchell, a former U.S. senator, was elevated to chairman. That move followed several months of contentious infighting among some Disney board members who had lost confidence in Eisner's leadership.
Disney on Jan. 6 also revealed Eisner's $8.3 million compensation package for 2004, consisting of $1 million in base salary and $7.3 million in bonuses. That's $1 million better than what he earned in 2003, though it was less than COO Robert Iger was paid last year.
Iger, considered a primary contender for the CEO slot when Eisner leaves next year, earned about $11.5 million, consisting of $8 million in salary and bonuses and another $3.5 million due him under incentive grants by way of a previously disclosed long-term pay plan.