Disney’s potential proxy dispute isn’t a problem for new board member James Gorman: “It doesn’t bother me at all”

Morgan Stanley CEO and future Disney board member James Gorman isn’t fazed by the possibility that the media giant will endure a proxy fight.

During a lengthy conversation with CNBC, the director acknowledged that a battle was underway with activist investor Nelson Peltz, whose investment firm nominated him for board seats along with former Disney CFO James Rasulo. The duo is coordinating their efforts with Ike Perlmutter, the former head of Marvel.

Disney said a board committee would consider those requests before its annual shareholder meeting, but criticized Perlmutter for having a “longstanding personal agenda” against the company over his firing by CEO Bob Iger. Shareholders will elect their board members in early 2024 at the meeting, the date of which has not yet been announced.

“That’s fine,” Gorman shrugged of the skirmish between Disney and activist investors. “You know, we’ve had a lot of fights in my life. It doesn’t bother me one bit. I think the challenge is to create the conditions under which the board can make decisions with talented candidates who have been properly screened for all the pressure that comes with these positions.”

Gorman also confirmed that he will join the Disney board of directors’ succession committee, which was convened to choose the successor to CEO Bob Iger. Disney’s process has gone awry several times over the past two decades, leaving the otherwise highly valued blue-chip company with a significant blemish in the eyes of investors. Iger recently upgraded again to the end of 2026, stressing that the succession process is a top priority. The CEO also said last month that he would leave at the end of his contract, contrary to speculation that he would take up the post again.

Overseeing a CEO transition at Morgan Stanley that will see Gorman succeed in early 2024 helped prepare him for Disney’s efforts. “I support a complete handover” at Morgan Stanley, Gorman said, as opposed to a scenario in which he would remain chairman or take another active role, a path taken by many CEOs and boards. Iger remained chairman of Disney for nearly two years after stepping down in February 2020, ostensibly to oversee creative activities. After becoming increasingly dissatisfied with the company’s leadership under his successor Bob Chapek, Iger accepted the board’s invitation to return as CEO in November 2022.

“I had my last operating committee meeting this morning,” Gorman said. “I had my last risk committee meeting, my last management committee. And I told them that I would never attend one of these meetings again. It’s not my job anymore.”

When asked about Disney’s difficulties in executing transitions at the top, Gorman said: “The type of things I’ve done in this job are strategic transformation. It’s obviously involved shareholders at many levels, including activists. Tracking of talent development. So I hope I can share some of my experience with some of the challenges I’m facing. I don’t want to preempt the succession process. That wouldn’t be fair to the team. I didn’t, I’m starting only in February as a director.”

Iger, whose first career as CEO began in 2005, signaled several times that he intended to leave the top job, but then returned and eventually handed the reins to Chapek just as Covid swept the world and began to spread has. Iger’s predecessor, Michael Eisner, also did not proactively manage the succession process. As a result of a shareholder revolt that culminated in a tumultuous shareholder meeting in 2004, he was stripped of his title as chairman. Eisner left the company the following year, ending a 21-year tenure in the corner office.