Item 10. Directors, Executive Officers and Corporate Governance

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Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers

Information regarding executive officers of the Company is set forth under “Information About Our Executive Officers” at the end of Part I of the Original Form 10-K.

Directors

The names of the members of the Company’s Board of Directors (the “Board”), their respective ages, their positions with the Company and other biographical information as of January 16, 2024 are set forth below. Mr. Gorman is not a current Director but will join the Board on February 5, 2024 and is included below as a nominee to the Board at the Annual Meeting. All Directors serve for a term ending at the next annual meeting following the annual meeting at which the Director was elected or following their appointment, as applicable, and until their successors are elected and qualified, or until their earlier death, resignation, disqualification or removal.


Mary T. Barra

CHAIR AND CHIEF EXECUTIVE OFFICER, GENERAL MOTORS COMPANY

Age: 62 Director since: 2017 Committees: Compensation		Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Ms. Barra has deep experience in strategy, innovation and brand evolution through her role in driving General Motors’ transformation to electric vehicles by prioritizing strategic investments in connectivity and electrification driving technologies, which provides an important perspective on the Board throughout the Company’s own strategic progression and embracing of technological change and shifts in consumer sentiment •As Chief Executive Officer of General Motors, she provides invaluable insight on large-scale cost rationalization, organizational restructuring and maintaining strong brand leadership •She brings meaningful experience in human capital management and executive compensation-related matters in her role on the Company’s Compensation Committee, where she focuses on aligning incentive structures with shareholder value creation and execution of long-term strategic priorities Other Key Skill Sets •Overseeing and managing diverse and inclusive executive teams and a sizeable global workforce, with an emphasis on development and marketing of technology-based consumer-facing products through her various executive roles at General Motors •Governance and public policy thought leadership, understanding of worldwide consumer markets and risks facing large public companies with complex retail operations through her previous role as chair of the Business Roundtable


	Employment Experience:

	2016–Present	Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company)

	2014–2016	Chief Executive Officer, General Motors Company

	2013–2014	Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company

	2011–2013	Senior Vice President, Global Product Development, General Motors Company

	2009–2011	Vice President, Global Human Resources, General Motors Company

	2008–2009	Vice President, Global Manufacturing Engineering, General Motors Company


	Other Public Company Directorships: General Motors Company (2014–Present)


Safra A. Catz

CHIEF EXECUTIVE OFFICER, ORACLE CORPORATION

Age: 62 Director since: 2018 Committees: Audit	Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Through Ms. Catz’s position as Chief Executive Officer and formerly Chief Financial Officer of Oracle Corporation, she provides invaluable insight to both the leadership team and fellow Board members on long-term strategic planning and execution and large-scale cost rationalization and organizational structure evaluation •Ms. Catz oversaw the successful acquisition and integration of companies at Oracle and led the company through a period of tremendous growth and innovation, a key skill set to contribute to the Board throughout Disney’s prior acquisition strategies and future development •Ms. Catz’s executive leadership roles at Oracle also allow her to offer impactful guidance to the Board and leadership team on the rapidly changing technological landscape that affects our businesses •Her experience leading the financial function of a complex, global technology company strengthens her role on the Audit Committee through the extensive financial and accounting and risk management expertise she brings to the Board and committee Other Key Skill Sets •Cybersecurity and artificial intelligence oversight, including the protection of electronically stored data from her executive roles at Oracle and through her experience reviewing advances in artificial intelligence as a commissioner of the National Security Commission on Artificial Intelligence •Brand management and governance thought leadership developed through the oversight of the strategic direction of Oracle


	Employment Experience:

	2014–Present	Chief Executive Officer, Oracle Corporation (a computer technology corporation)

	2011–2014	President and Chief Financial Officer, Oracle Corporation

	2008–2011	President, Oracle Corporation

	2005–2008	President and Chief Financial Officer, Oracle Corporation

	2004–2005	President, Oracle Corporation

	1999–2004	Various positions, Oracle Corporation


	Other Public Company Directorships: Oracle Corporation (2001–Present)


Amy L. Chang

FORMER EXECUTIVE VICE PRESIDENT, CISCO SYSTEMS, INC.

Age: 47 Director since: 2021 Committees: Governance and Nominating	Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Ms. Chang has developed expertise across the technology sector from her time as an Executive Vice President at Cisco Systems, Inc., leading product development for Google Ads Measurement and Reporting and a founder of a digital startup •She provides a unique viewpoint of emerging technology trends and their implications for consumer and retail businesses and the implementation of innovative technological business strategies that are particularly important as the company evaluates the impact of, and opportunities presented by, new technologies in content production, our direct-to-consumer businesses and our parks •Ms. Chang also provides valuable perspective on talent attraction and retention for key technical roles that are vital to Disney’s content creation and digitally driven teams and an understanding of large-scale cost rationalization and analysis of organizational structure from her tenure as a public company director and an executive at Google and Cisco Other Key Skill Sets •Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity and artificial intelligence, gained through her tenure at Cisco and Accompany •Deep understanding of strategic planning, corporate governance, social initiatives and executive management succession planning gained through public company board leadership


	Employment Experience:

	2018–2020	Executive Vice President and General Manager, Collaboration, Cisco Systems, Inc. (a networking hardware company)

	2013–2018	Founder and Chief Executive Officer, Accompany, Inc. (an artificial intelligence/machine learning-based relationship intelligence platform company)

	2005–2012	Global Head of Product, Google Ads Measurement; various additional positions, Google LLC (a technology company)


	Other Public Company Directorships: Procter & Gamble (2017–Present)


	Former Public Company Directorships: Marqeta, Inc. (2021–2022) Cisco Systems, Inc. (2016–2018)


D. Jeremy Darroch

FORMER EXECUTIVE CHAIRMAN AND GROUP CHIEF EXECUTIVE OFFICER, SKY

Age: 61 Director since: 2024 Committees: Audit	Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As Group Chief Executive Officer of Sky, Mr. Darroch led the company’s tremendous growth and transformation from a linear satellite broadcaster into one of Europe’s largest multi-platform TV providers, providing valuable insights to the Board and management in navigating its strategic expansion of DTC offerings and changing media and entertainment landscapes •Mr. Darroch’s experience leading Sky’s executive teams and creative content investments and advising MultiChoice Group as senior advisor, provide key perspectives for the Company regarding its content creation, management of creative talent and brand evolution •As former Chief Financial Officer of Sky, Mr. Darroch’s financial executive experience and extensive finance, accounting and risk management expertise strengthen his role on the Audit Committee Other Key Skill Sets •Deep knowledge of management succession planning, global brands and risk management •Strong experience in governance and sustainability and social impact thought leadership through his experience leading Sky’s corporate responsibility programs and as Chairman of the National Oceanography Centre


	Employment Experience:

	2021	Executive Chairman, Sky (a media and entertainment company and a division of Comcast Corporation)

	2018–2021	Group Chief Executive Officer, Sky

	2007–2018	Chief Executive Officer, Sky PLC

	2004–2007	Chief Financial Officer, Sky PLC


	Other Public Company Directorships: Reckitt Benckiser Group PLC (2022–Present)


	Former Public Company Directorships: Ahren Acquisition Corp. (2021–2023) Burberry Group plc (2014–2019) Sky PLC (2004–2018)


Francis A. deSouza

FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER, ILLUMINA, INC

Age: 53 Director since: 2018 Committees: Audit	Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. deSouza has unique experience with the growth and maturation of technology businesses, including leading Illumina through a pivotal strategic shift from being a research genomics leader to also serving clinical markets, which are important as the Board considers the Company's efforts to innovate for the future and leverage technology to advance its strategy •As former Chief Executive Officer of Illumina, Inc. and from his experience in prior senior leadership roles at Symantec Corporation and other technology companies, he provides an understanding of executive management and international business operations, in addition to a strong knowledge of brand management and product development •Through first-hand experience, he brings deep knowledge of overseeing business operations while incorporating public health considerations, which has served as an invaluable perspective as the Company navigates the continued challenges coming out of the COVID-19 pandemic Other Key Skill Sets •Cybersecurity expertise through experience at Symantec •Knowledge of finance and accounting gained through experience in Chief Executive Officer and other leadership positions •Oversight of strategic integration and experience with consumer awareness of corporate social responsibility practices through his leadership of and commitment to Illumina’s corporate social responsibility program


	Experience:

	2016–2023	President and Chief Executive Officer, Illumina, Inc. (a biotechnology company)

	2013–2016	President, Illumina, Inc.

	2011–2013	President, Products and Services, Symantec Corporation (a cybersecurity company)

	2009–2011	Senior Vice President, Enterprise Security Group, Symantec Corporation

	Prior	Founder of various technology businesses


	Former Public Company Directorships: Illumina, Inc. (2014–2023)


Carolyn N. Everson

FORMER PRESIDENT, INSTACART

Age: 52 Director since: 2022 Committees: Compensation		Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •From her experience leading marketing solutions and global sales teams at Instacart, Meta Platforms, Inc. and Microsoft Corporation and as a former board member of Creative Artists Agency, Ms. Everson offers strong insight to the Board and leadership team on navigating evolving media landscapes and advertising environments as well as branded, consumer-facing technology and its intersection with marketing, which has been critical to the Board's oversight of the Company’s operations and strategy as we continue to expand our customer base •As a senior advisor for Permira, a private equity firm focused on technology and consumer brands, and a senior advisor for Boston Consulting Group in the Technology, Media & Telecom and Marketing, Sales & Pricing practice areas, Ms. Everson brings experience evaluating internet and digital media businesses from an investor perspective •Through her public company board leadership experience, Ms. Everson maintains an understanding of large-scale cost rationalization and effective organizational structure •Ms. Everson further expands the Board’s collective skill sets through her experience in the advertising technology space and enhances its strategic oversight Other Key Skill Sets •Understanding of business development and executive management processes gained through leadership of strategy teams at global technology companies •Risk management and corporate governance oversight through her public company board experience The Company entered into a support agreement with Third Point LLC pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the Annual Meeting, and Third Point LLC agreed to customary standstill, voting and other provisions through the Annual Meeting.


	Employment Experience:

	2021		President, Instacart (a grocery retail company)

	2011–2021		Vice President, Global Marketing Solutions, Meta Platforms, Inc. (a technology company)

	2010–2011		Corporate Vice President, Global Advertising Sales, Strategy & Marketing, Microsoft Corporation (a technology corporation)

	2004–2010		Various positions (most recently Chief Operating Officer and Executive Vice President, Advertising Sales), MTV Networks Company (a media entertainment company)

	2000–2003		Various positions (including Vice President, Classifieds and Direct Response Advertising, and Vice President and General Manager, PriMedia Teen Digital Group), PriMedia, Inc. (an advertising company)


	Other Public Company Directorships: Under Armour, Inc. (2023–Present) The Coca-Cola Company (2022–Present)


		Former Public Company Directorships: Hertz Global Holdings, Inc. (2016–2018)


Michael B. G. Froman

PRESIDENT, COUNCIL ON FOREIGN RELATIONS

Age: 61 Director since: 2018 Committees: Governance and Nominating	Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. Froman delivers strategic insight to the Board and leadership team on complex international affairs and global issues gained from his experience as President of the Council on Foreign Relations, the Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative •His roles as President of the Council on Foreign Relations and as former Vice Chairman and President, Strategic Growth, of Mastercard Incorporated, overseeing strategic growth and leveraging technology to expand digital inclusion at Mastercard enable him to offer guidance to the Company on international markets in which we participate, factors affecting international trade and the balance of risks and opportunities in a dynamic marketplace •Mr. Froman has deep expertise in the complex digital governance and cyber issues facing global companies, including international regulation of digital platforms, cross border data flows and data usage, as well as concerns about privacy protection and cybersecurity •Mr. Froman’s perspective is particularly impactful given our strategic focus on innovation in changing markets and the global growth of our customer base Other Key Skill Sets •International trade, finance, executive and brand management and risk management gained through executive leadership roles •Meaningful experience with alternative investments business and environmental and social policy implementation


	Employment Experience:

	2023–Present	President, Council on Foreign Relations (an independent, non-partisan membership organization, think tank, publisher and educational institution that serves as a resource on foreign policy, national security issues and international economic affairs)

	2018–2023	Vice Chairman and President, Strategic Growth, Mastercard Incorporated (a financial services company)

	2013–2017	United States Trade Representative, Executive Office of the President

	2009–2013	Assistant to the President and Deputy National Security Advisor for International Economic Policy, Executive Office of the President

	1999–2009	Various positions (including Chief Executive Officer of CitiInsurance and Chief Operating Officer of alternative investments business), Citigroup (a financial services company)


James P. Gorman

EXECUTIVE CHAIRMAN, MORGAN STANLEY

Age: 65 Director since: February 5, 2024 (Incoming)	Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As Executive Chairman and former Chief Executive Officer of Morgan Stanley, Mr. Gorman has an established record driving strategic transformation of a global financial institution with a long-term sustainable business model, bringing important insight for the Company’s strategic progression •Mr. Gorman successfully executed innovative technological strategies leading Morgan Stanley’s acquisition and integration of online trading platform, E-Trade, providing key perspectives as the Company leverages technology to advance its strategy •Through his roles at Morgan Stanley and Merrill Lynch and as former president of the Federal Advisory Council to the U.S. Federal Reserve Board, Mr. Gorman has deep finance management, investment and fiduciary expertise evaluating businesses Other Key Skill Sets •Successfully oversaw a multi-year CEO succession process and director succession planning •Managing diverse and inclusive executive teams and a sizeable global workforce •Brand and risk management and governance and public policy thought leadership developed through his roles at The Business Council, Business Roundtable and the Council on Foreign Relations


	Employment Experience:

	2024–Present	Executive Chairman, Morgan Stanley (a global financial services firm)

	2012–2023	Chairman and Chief Executive Officer, Morgan Stanley

	2010–2011	President and Chief Executive Officer, Morgan Stanley

	2007–2009	Co-President, Morgan Stanley

	2006–2007	Various positions, Morgan Stanley

	1999–2005	Various positions, Merrill Lynch & Co., Inc. (a global financial services firm)


	Other Public Company Directorships: Morgan Stanley (2010–Present)


Robert A. Iger

CHIEF EXECUTIVE OFFICER, THE WALT DISNEY COMPANY

Age: 72 Director since: 2022; 2000-2021 Committees: Executive		Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Gained through his experience serving as Chief Executive Officer of Disney for 15 years and former Executive Chairman, Mr. Iger has an unmatched knowledge of the Company and the creative content it produces, and an in-depth understanding of fostering innovation through technology and connecting to audiences in our markets around the world •Throughout Mr. Iger’s tenure at Disney, he successfully expanded the Company’s geographic presence, identified new revenue streams and initiated the Company’s DTC efforts, expanding the scale and global reach of Disney’s storytelling and streaming services •Mr. Iger has also furthered Disney’s rich history of storytelling through the successful landmark acquisitions and integration of Pixar, Marvel, Lucasfilm and 21st Century Fox •His detailed understanding of all facets of the Company, and prior experience leading Disney through various market conditions and implementing successful strategic shifts throughout his career, have uniquely positioned Mr. Iger to serve as Chief Executive Officer of Disney and a member of the Board of Directors at this time Other Key Skill Sets •Knowledge of finance and accounting and operational expertise gained through experience in Chief Executive Officer and other leadership positions •Deep understanding of risk management and corporate governance and social initiatives gained through his public company board experience The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected.


	Employment Experience:

	2022–Present		Chief Executive Officer, The Walt Disney Company

	2020–2021		Chairman of the Board and Executive Chairman, The Walt Disney Company

	2012–2020		Chairman and Chief Executive Officer, The Walt Disney Company

	2005–2012		President and Chief Executive Officer, The Walt Disney Company

	2000–2005		President and Chief Operating Officer, The Walt Disney Company

	1999–2000		Chairman, ABC Group; President, Walt Disney International

	1994–1999		President and Chief Operating Officer, ABC, Inc. (a broadcasting company)


	Former Public Company Directorships: The Walt Disney Company (2000–2021) Apple Inc. (2011–2019)


Maria Elena Lagomasino

CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER, WE FAMILY OFFICES

Age: 74 Director since: 2015 Committees: Governance and Nominating; Compensation (Chair)		Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As a founder of the Institute for the Fiduciary Standard and advisory board member of the Millstein Center for Global Markets and Corporate Ownership, Ms. Lagomasino is an expert in the field of governance and social thought leadership •As an executive leader in private banking industries and as a member of the Council on Foreign Relations, she has deep wealth management, investment and fiduciary expertise and extensive experience in leading complex organizations and evaluating businesses from an investor perspective in a variety of industries with varying size and complexities •She brings meaningful experience in executive compensation-related matters from her role as Chair of the Company’s Compensation Committee, where she focuses on overseeing the alignment of incentive structures with shareholder value creation and execution of long-term strategic priorities Other Key Skill Sets •Extensive experience across domestic and international finance, investment and capital markets through her roles at WE Family Offices and JP Morgan •Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards


	Employment Experience:

	2013–Present	Chief Executive Officer and Managing Partner, WE Family Offices (a wealth management company and registered investment advisor)

	2005–2012	Chief Executive Officer, GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. (a bank holding company)

	2001–2005	Chairman and Chief Executive Officer, JP Morgan Private Bank, a division of JP Morgan Chase & Co. (an investment banking company)

	1983–2001	Various positions (most recently Managing Director, Global Private Banking Group), The Chase Manhattan Bank (a consumer banking company)


	Other Public Company Directorships: The Coca-Cola Company (2008–Present)


Calvin R. McDonald

CHIEF EXECUTIVE OFFICER, LULULEMON ATHLETICA INC.

Age: 52 Director since: 2021 Committees: Compensation		Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. McDonald has over 25 years of retail and brand-building experience, bringing powerful insight to the Board on integrating customer experience across multiple channels •As Chief Executive Officer of lululemon athletica, he has led the company in innovating integrated guest experiences and offers valuable perspective on the growth, development and guest innovation of an international consumer business that is particularly relevant to Disney’s leadership team •Mr. McDonald is responsible for the growth, development and consumer product operations of lululemon athletica, including overseeing the company’s incorporation and expansion of a DTC offering and creative product design, providing him a fundamental understanding of consumer strategies that support and accelerate customer engagement Other Key Skill Sets •Deep understanding of management, leadership and executive management from his experience at lululemon athletica •Strong knowledge of finance and accounting, risk management and corporate governance and social initiatives gained through his role as a public company chief executive officer


	Employment Experience:

	2018–Present		Chief Executive Officer, lululemon athletica inc. (an athletic apparel company)

	2013–2018		President and Chief Executive Officer, Sephora Americas, a division of the LVMH group of luxury brands

	2011–2013		President and Chief Executive Officer, Sears Canada (a department store company)


	Other Public Company Directorships: lululemon athletica inc. (2018–Present)


	Former Public Company Directorships: Sephora Americas (2013–2018)


Mark G. Parker

EXECUTIVE CHAIRMAN, NIKE, INC.

Age: 68 Director since: 2016 Committees: Governance and Nominating (Chair); Executive (Chair)		Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As the former President and Chief Executive Officer of NIKE, Mr. Parker has overseen and managed the growth of a complex, global organization, and has experience exercising cost discipline and oversight of organizational structure, as well as successful executive management succession planning, bringing a valuable perspective to fellow directors and the broader leadership team •Through this experience, Mr. Parker brings first-hand knowledge of workforce and human capital management including managing creative talent and compensation, a critical skill set for Disney’s Board given our continued focus on human capital management oversight •Mr. Parker offers a unique insight to the Company regarding leading direct-to-consumer expansion and the design, production, marketing and distribution of consumer products, in addition to managing a major international consumer brand through various market evolutions over a more than 40-year time period Other Key Skill Sets •Financial and executive management and risk management background gained through roles as President and Chief Executive Officer, as well as Executive Chairman of NIKE •Experience in integrating environmental and social practices into corporate strategy through his leadership at NIKE as the company integrated sustainable innovation into product development and manufacturing


	Employment Experience:

	2020–Present		Executive Chairman, NIKE, Inc. (a footwear and apparel company)

	2016–2020		Chairman, NIKE, Inc.

	2006–2020		President and Chief Executive Officer, NIKE, Inc.

	1979–2006		Various positions (including product research, design and development, marketing and brand management), NIKE, Inc.


	Other Public Company Directorships: NIKE, Inc. (2006–Present)


Derica W. Rice

FORMER EXECUTIVE VICE PRESIDENT, CVS HEALTH CORPORATION

Age: 58 Director since: 2019 Committees: Audit (Chair)		Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. Rice offers extensive experience on the alignment of financial and strategic objectives and an understanding of cost discipline and effective organizational structure, a primary focus of the Company’s Board and management team particularly throughout Disney’s strategic evolution, through his experience in key financial and operational roles at global companies, including as Chief Financial Officer of Eli Lilly for more than a decade •His strong knowledge of large brand-focused organizations gained through experience leading the pharmacy benefits management business of CVS Health and as Chief Financial Officer of Eli Lilly has been a valuable addition to the Board •Mr. Rice provides expertise in financial oversight and accounting through his financial executive experience, as well his experience on the audit committee of the boards of public companies, enhancing Disney’s Audit Committee oversight of risks that may arise out of financial planning and reporting, internal controls and information technology Other Key Skill Sets •Strong understanding of broader risk management oversight and complex, global business operations through senior operation roles at CVS and Eli Lilly •Deep understanding of strategic planning, corporate governance and social initiatives through service on other public company boards


	Employment Experience:

	2018–2020		Executive Vice President, CVS Health Corporation (a pharmacy company)

	2018–2020		President, CVS Caremark, the pharmacy benefits management business of CVS Health Corporation

	2006–2017		Chief Financial Officer and Executive Vice President of Global Services, Eli Lilly and Company (a pharmaceutical company)

	2003–2006		Vice President and Controller, Eli Lilly and Company

	1990–2005		Various Executive Positions, Eli Lilly and Company


	Other Public Company Directorships: The Carlyle Group Inc. (2021–Present) Bristol-Myers Squibb Company (2020–Present) Target Corporation (2007–2018); (2020–Present)

Audit Committee

Members: Safra A. Catz, D. Jeremy Darroch, Francis A. deSouza and Derica W. Rice (Chair)

The Audit Committee is responsible for, among other things, overseeing the Company’s financial statements, internal controls, compliance with legal and regulatory requirements, internal audit function and Company’s relationship with its independent auditor. The Committee also oversees cybersecurity and data security risks and mitigation strategies. The Committee reviews the Company’s policies and practices with respect to risk assessment and risk management. The Committee met 9 times during fiscal 2023. All of the members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Board has determined that all members of the Committee, Ms. Catz, Mr. Darroch, Mr. deSouza and Mr. Rice, are qualified as audit committee financial experts within the meaning of SEC regulations and that they have accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange. The Board has

determined that Mr. Rice’s simultaneous service on the audit committees of more than three public companies will not impair his ability to effectively serve on the Committee. In fiscal 2024, the Board appointed Mr. Darroch to the Committee and, following the Annual Meeting, Mr. deSouza will no longer be a member of the Board.

Corporate Governance Documents

The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Corporate Governance Guidelines address, among other things, the composition and functions of the Board, Director independence, stock ownership by and compensation of Directors, management succession and review, Board leadership, Board committees and selection of new Directors.

The Company has Standards of Business Conduct, which are applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. The Board has a separate Code of Business Conduct and Ethics for Directors, which contains provisions specifically applicable to Directors.

Each standing committee of the Board is governed by a charter adopted by the Board.

The Corporate Governance Guidelines, the Standards of Business Conduct, the Code of Business Conduct and Ethics for Directors and each of the Audit, Compensation and Governance and Nominating Committee charters are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary. If the Company amends or waives the Code of Business Conduct and Ethics for Directors or the Standards of Business Conduct with respect to the principal executive officer, principal financial officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.

Director Selection Process

Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions. Applying these criteria, the Committee considers candidates for Board membership suggested by Committee members, other Board members, management and shareholders. The Committee retains third-party executive search firms to identify and review candidates and generate candidate pools consistent with the criteria below, upon request of the Committee from time to time.

Once the Committee has identified a prospective nominee — including prospective nominees recommended by shareholders — it determines whether to conduct a full evaluation. The Committee may request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings. The Committee then evaluates the prospective nominee against the specific criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including but not limited to:

the ability of the prospective nominee to represent the interests of the shareholders of the Company;
the ability of the prospective nominee to dedicate sufficient time, energy and attention to ensure the diligent performance of the prospective nominee’s duties, including by attending shareholder meetings and meetings of the Board and committees of the Board of which such prospective nominee would be a member, and by reviewing in advance all meeting materials;
the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and
the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders, employees, customers and guests and the communities in which it operates.

After completing this evaluation and an interview, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new director after considering the Committee’s report.

In selecting director nominees, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. The current nominees’ qualifications set forth in their individual biographies under the section titled “Directors” sets out how each of the current nominees (comprised of all current Directors, other than Mr. deSouza, and Mr. Gorman) contributes to the mix of experience and qualifications the Board seeks. The Board also considers the tenure policy under the Corporate Governance Guidelines, pursuant to which the Board will not nominate for re-election any non-management Director that completed fifteen years of service as a member of the Board on or prior to the date of election or that turned 75 years of age or older in the calendar year preceding the related annual meeting, in each case, unless the Board concludes that such Director’s continuing service would better serve the best interests of the shareholders. In addition, the Board seeks candidates whose service on other boards will not adversely affect their ability to dedicate the requisite time to service on the Board. The Board believes that Directors who are executive officers of public companies should not serve on more than two public company boards (including the Board of the Company) at a time, and that other Directors should not serve on more than four public company boards (including the Board of the Company).

The Committee regularly assesses the composition of the Board and considers the extent to which the Board continues to reflect the criteria set forth above. The Committee identifies any gaps in skill sets to inform the search process. Based on such assessment, the Committee will recommend to the Board the nomination for election or re-election of existing Directors at the annual shareholders meeting. The Board will review the Committee’s recommendation and evaluate which candidates to nominate for election or re-election.

As a result of a comprehensive search for directors that reflect its selection criteria discussed above, the Board appointed two new directors: James Gorman and Jeremy Darroch. Recommendations: Those who identified Mr. Gorman for consideration as a candidate included a third-party search firm and a non-management director. Those who identified Mr. Darroch for consideration as a candidate included a third-party search firm, a non-management director, the Chief Executive Officer (“CEO”) and another executive officer.

A shareholder who wishes to recommend a prospective nominee for the Board should notify the Company’s Secretary or any member of the Governance and Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Company’s Bylaws relating to shareholder nominations.

Delinquent Section 16(a) Reports

Based solely on a review of the reports filed for fiscal year 2023 and related written representations from reporting persons, we are not aware of any late or delinquent filings under Section 16(a) of the Securities Exchange Act of 1934, except (i) a Form 4 for each of Ms. Chang, Mr. deSouza, Mr. McDonald and Mr. Parker that was filed one day late due to a filing software error on October 5, 2022, in each case reporting one transaction; and (ii) a Form 4 for Ms. Coleman that was filed late due to an administrative oversight on August 3, 2023, with respect to the vesting of a portion of two previously granted restricted stock unit awards and related exempt dispositions of some of such vested shares to the Company to satisfy the tax withholding obligations, reporting four transactions.

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