In a continued effort to shake up the Disney board, Nelson Peltz's Trian Partners hedge fund has identified two board members, Michael Froman and Maria Elena Lagomasino, that it wants removed. Peltz and ex-Disney CFO Jay Rasulo are seeking to install themselves as directors, which has caused tension with CEO Bob Iger.

Trian Partners appealed to Disney shareholders in a filing on January 31, urging them to vote against Froman and Lagomasino and instead vote for Peltz and Rasulo. The hedge fund argues that Froman lacks relevant experience as a public company director and has spent most of his career in unrelated fields such as federal trade representation, national security advising, and financial executive roles. Trian also notes that Froman only possesses one skill central to Disney's strategy, which is brand, marketing, and retail management.

Lagomasino's background in wealth management is also deemed largely unrelated to Disney's businesses by Trian. The hedge fund criticizes her oversight of misaligned compensation practices, including the controversial compensation package awarded to Iger during the acquisition of Twenty-First Century Fox. Trian further raises concerns about Lagomasino's role as the Chair of Disney's Compensation Committee, citing the approval of a fiscal year 2023 compensation program that fails to align with the company's financial and operational performance.

Trian points out that both Froman and Lagomasino serve on Disney's Governance and Nominating Committee, where they have allegedly overseen poor corporate governance and significant succession issues. Disney representatives have remained silent on this matter.

Trian Partners, which controls approximately $3 billion worth of Disney shares, seeks support from shareholders for its board nominees and other proposals. The hedge fund's reform agenda includes focusing on corporate governance, achieving streaming profitability comparable to Netflix's margins by fiscal year 2027, revitalizing Disney's creative output in its studios, driving growth in Parks and Experiences, and providing a reasonable and defined payback period for ESPN flagship direct-to-consumer.

In addition, Trian recommends voting against the three board candidates nominated by Blackwells Capital, another Disney shareholder. The hedge fund argues that Jessica Schell, Craig Hatkoff, and Leah Solivan lack the relevant experience or qualifications to steward large, consumer-oriented public companies.

Disney, in its own proxy filing on January 16, formally rejected Trian's nominations of Peltz and Rasulo, as well as the candidates put forward by Blackwells Capital.

The outcomes of the proxy battle remain uncertain as it is unclear whether Trian Partners has enough shareholder support for its proposed board nominees and initiatives. As the power struggle continues, Disney stakeholders eagerly await further developments in this quest for boardroom change.