Stanley Gold Ankles Disney Board of Directors and Calls for Eisner’s Remova
In a similar vein, I recently wrote to express my objection to the Compensation and Governance Committee's joint recommendation that fees paid to Disney Directors be increased dramatically, that stock grants to Directors be substituted for options (and thereby render meaningless the requirement that Directors own $100,000 in Disney shares) and that greater compensation be paid to the Presiding Director. Raises for the Disney Directors at this time are inappropriate based on my assessment of the Company's performance. I objected to the increase for the Presiding Director on the grounds that it did not reflect a reasonable payment for the only slightly increased duties. Finally, I could not make sense of a share ownership requirement for Directors that would be satisfied by a direct issuance from the Company at the same time Directors' cash compensation was being increased.
It is clear to me that this Board is unwilling to tackle the difficult issues I believe this Company continues to face -- management failures and accountability for those failures, operational deficiencies, imprudent capital allocations, the cannibalization of certain Company icons for short-term gain, the enormous loss of creative talent over the last years, the absence of succession planning and the lack of strategic focus. Instead, the Board seems determined to devote its time and energies to adopting policies that focus not on substance, but on process and, in reality, only serve to muzzle and isolate those Directors who recognize that their role is to be active participants in shaping the Company and planning for executive succession. Further, this Board isolates those Directors who believe that Michael Eisner (when measured by the dismal results over the last 7 years) is not up to the challenge. Perhaps acting independently, from outside the Boardroom, not hamstrung by a recently enacted Board policy barring Board members from communicating with shareholders and the media, I can have greater success in shaping the policies, practices and operations of Disney than I had as a member of the Board.
In accordance with Item 6 of Form 8-K and Item 7 of Schedule 14A, I request that you disclose this letter and that you file a copy of this letter as an exhibit to a Company Form 8-K.
Very truly yours,
Stanley P. Gold