Walt Disney Co has slashed Chief Executive Bob Iger's fiscal 2013 compensation by 15 percent with a bonus cut, and named Twitter Inc co-founder Jack Dorsey an independent board director.
Dorsey, widely credited with creating Twitter alongside fellow co-founders like Ev Williams, Biz Stone and Noah Glass, will stand for election at Disney's March 18 annual meeting, Disney said in a statement on Monday.
At 36, Dorsey, who is also CEO of fast-growing payments startup Square, will be by far the media conglomerate's youngest board member.
Dorsey, who sent the company's first tweet in 2006 - "just setting up my twttr" - spent the past few years molding San Francisco-based Square into a billion-dollar payments company whose matchbox-sized card readers are a common sight in coffee shops, corner stores and food trucks across the country.
In November, Twitter's initial public offering valued Dorsey's roughly 4.9 percent stake in the messaging service at about $1 billion.
"Jack Dorsey is a talented entrepreneur who has helped create groundbreaking new businesses in the social media and commerce spaces," said Iger, who is also Disney's chairman. "The perspective he brings to Disney and its Board is extremely valuable."
Iger's bonus was reduced by $3 million because Disney's "strong" results did not outperform his targets "by the same extraordinary amount as in fiscal 2012," the board said in a proxy filed with the U.S. Securities and Exchange Commission on Monday.
The reduced 2013 salary also included what Disney said was an increase in the discount rate that caused "a change in the value of his pension benefit of $3.1 million."
The Disney board did not change Iger's $2.5 million salary from 2012 when he earned $40.2 million.
In awarding Iger a $13.6 million cash performance bonus, the board's compensation committee said Disney did beat Iger's four financial performance measures taken together. But the weighted average of 112 percent of the targets fell below the 132 percent in 2012.
Those measures include segment operating income, diluted earnings per share on an adjusted basis, after-tax free cash flow, and return on invested capital.
Disney also said on Monday that Judith Estrin, a former Cisco Systems Inc chief technology officer, will retire from the board at the March 18 annual meeting. The company cited its tenure policy, which limits board service to 15 years.
(Reporting by Ronald Grover; additional reporting by Gerry Shih; Editing by Richard Chang)