Walt Disney Co's board announced it has made permanent the policy to separate the roles of ceo and chairman, responding to criticism and requests from shareholders. The corporate governance guidelines now read, "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," and to require a written explanation in proxy materials if the two jobs were held by a single person.
Spurred by strong protest at the March 2004 annual meeting, the board stripped the chairmanship from ceo Michael Eisner, but directors had resisted pressure from shareholders to make separation of the jobs company policy.
Nonetheless, Eisner still received $8.3 million in total compensation in 2004, a rise of about $1 million from 2003. Eisner's base salary was steady at $1 million while his bonus rose to $7.25 million in cash from $6.25 million in stock, with total compensation rising 13.6%.
Despite the shareholder turmoil and takeover attempt by ComCast, Disneys net income in fiscal 2004 rose 85% to $2.3 billion, or a 75% increase before the effects of accounting changes.
Disney president/coo Bob Iger, a top contender to replace Eisner when he steps down at the end of his contract, received $12 million in compensation, although that included a $3.5 million payout from restricted shares granted in 2002. Iger's salary rose to $1.5 million from $1.4 million, and his annual bonus rose to $6.5 million in cash from $4 million in cash and $1 million in stock.
In its annual report, the company also stood by its long-term outlook for double-digit earnings growth at least through 2007.