The Walt Disney Co., after some cage-rattling by activist investor Daniel Loeb, has added former Viacom and Facebook exec Carolyn Everson to its board of directors.
Everson, 50, will officially join the board on November 21. Loeb, in a letter to company CEO Bob Chapek, had drawn attention to the relative lack of media and tech experience among board members. He made other criticisms, including the decision to stand pat with ESPN, though he later issued a partial withdrawal of the grievances, citing productive conversations with Chapek.
In a press release, the company said Everson’s selection as the company’s 12th board member “follows a lengthy and comprehensive search, and reinforces Disney’s commitment to a strong, independent board focused on the long-term performance of the company.” The release notes that the selection of Everson was backed by Loeb’s hedge fund, Third Point, “which has entered into a support agreement with Disney following a constructive dialogue.”
As part of the resolution with Third Point, the fund has agreed to customary standstill, voting and other provisions through Disney’s 2024 annual meeting, Disney said. In an SEC filing, the company said the agreement with Loeb pertained to the makeup of the board and “certain other matters.” The filing notes that Third Point has agreed not to acquire beneficial ownership in excess of 2% of the company’s outstanding shares of common stock as of the 2024 annual meeting. It has also pledged not to try to remove any board members or propose any nominee for election to the board; or put forward shareholder proposals, either generated internally or by proxy for other shareholders.
The provisions appear to be designed to limit the possibility of Loeb sparring publicly with Disney as he has with other companies. Sony Corp. got in a particularly conspicuous rift with Loeb, who was insisting on the company selling off its entertainment holdings, with George Clooney winding up drawn into the fray. Other corporate targets of Third Point’s activist efforts have included Sotheby’s and Nestlé.
“We are thrilled to welcome Carolyn Everson to the Disney Board,” board Chairman Susan Arnold said. “Carolyn’s extensive background, including roles at a number of high-profile, complex global companies, brings a welcome and invaluable perspective as we continue to focus on expanding our brand and global reach.”
Chapek described Everson as “a well-respected leader who will bring unique and valuable perspective to our board,” adding that she “has had a hand in building a number of world-class digital advertising businesses, and her insights make her a great fit as we continue to position the company for long-term growth.”
As to Loeb, Chapek said the company has a “productive and collegial relationship” with Third Point, “with whom we share a deep commitment to continue building on Disney’s many successes and increasing shareholder value.”
Loeb, who is CEO and chief investment officer of Third Point said the fund is “pleased with our productive and ongoing dialogue with Bob and Disney’s management team.” Everson, he continued, “will add an important new perspective to an already accomplished group.”
Everson most recently served as president of Instacart. Prior to that role, she was VP of the Global Business Group at Facebook, now known as Meta, where she led the global marketing solutions team focused on top strategic accounts and global agencies, as well as media strategy, advertising sales, and account management from 2011 to 2021.
She has held additional senior leadership roles in media and technology, including as Corporate VP of Microsoft’s Global Advertising Sales and Trade Marketing Teams, and as Chief Operating Officer at Viacom. Prior to Viacom, Ms. Everson worked at Primedia, Walt Disney Imagineering and Accenture Consulting.
“I am incredibly excited and honored to join The Walt Disney Company’s Board and work alongside the outstanding directors and extraordinarily talented management team,” Everson said. “Disney is a beloved brand with an incredible history that brings joy to millions of consumers around the world and one that has meant so much to me and my family over the years. I am fully committed to helping progress Disney’s strategic priorities at an exciting time for the business and industry at large.”
Everson already serves on the boards of The Coca-Cola Co., CAA, Villanova University, the Humane Society of the United States and Columbia Medical School.