Disney Activist Fight Escalates as Nelson Peltz Nominates Former CFO Jay Rasulo for a Board Seat

Alex Weprin
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Disney’s former CFO is now part of Trian’s proxy fight with the entertainment giant.

Jay Rasulo, who was once seen as one of Disney CEO Bob Iger’s heirs apparent at the company, has been nominated for a seat on the company’s board by Trian Partners. As expected, Trian also nominated its founder Nelson Peltz for a board seat, as it officially kicks off a new proxy battle with the company. It is not clear which current Disney board members Trian will seek to replace.

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“The Disney I know and love has lost its way,” said Rasulo in a statement. “As independent voices in the boardroom, Nelson and I are confident that the combination of my decades of experience at Disney, Nelson’s significant boardroom skills and history of driving positive strategic change, and our combined consumer brands expertise and financial acumen, will be additive to the Disney Board.”

Rasulo left Disney in 2015 after Iger promoted Tom Staggs to COO.

Trian also began to outline the argument it intends to make as it pushes for the board seats.

Peltz’s firm praised the company for its IP, consumer loyalty and “enviable commercial flywheel, but it also argued that Disney “has woefully underperformed its peers and its potential.”

Trian noted Disney’s sagging stock price and its financial performance over the past few years, and called out its board members for collectively owning less than $15 million in Disney stock.

“The root cause of Disney’s underperformance, in our view, is a Board that is too closely connected to a long-tenured CEO and too disconnected from shareholders’ interests,” Trian wrote Thursday, adding that while the addition of two new board members “is a step toward greater Board objectivity (and a belated acknowledgement by the Company of the need for change), this reactive Board self-refreshment on the eve of a proxy contest is insufficient in our opinion both because the new directors were chosen without shareholder input and because they seemingly do not own meaningful amounts of stock.”

Disney responded to the Trian nominations in a statement Thursday:

“Disney has an experienced, diverse, and highly qualified Board that is focused on the long-term performance of the Company, strategic growth initiatives including the ongoing transformation of its businesses, the succession planning process, and increasing shareholder value,” the company said. “The Governance and Nominating Committee, which evaluates director nominations, will review the proposed Trian nominees and provide a recommendation to the Board as part of its governance process.”

Peltz and his Trian partners are launching their second proxy fight in as many years, after backing away earlier this year following Iger’s return as CEO. After Iger outlined a plan to slash costs and restructure the company, Peltz said he believed things were moving in the right direction.

Disney, for its part, has argued that Trian’s fight is inspired by former Marvel chairman Ike Perlmutter, whose shares comprise the majority of Trian’s voting stake.

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