ANAHEIM -- There will be no camera crews, spin doctors or noisy dissenters converging on Disneyland when the board of the Walt Disney Co. convenes today for its first get-together since last month's investor revolt at the shareholders' meeting in Philadelphia.
But what takes place during the two days of closed-door sessions this week could well have a greater significance for the future of Disney than the well-publicized events at the beginning of March. As part of a continuing review of who will succeed Michael D. Eisner, the chief executive, the 11 members of Disney's board plan to scrutinize the strengths and weaknesses of the top eight to 12 senior executives, including Anne Sweeney, co-chairwoman of the New Media Networks unit, and Richard Cook, chairman of Walt Disney Studios.
Any discussion of succession is uncomfortable at Disney these days. Although ABC is in disarray, several recent movies like "The Alamo" are missing in action at the box office, and the company stripped Eisner of his chairman title after more than 45 percent of shareholder votes were withheld in his re-election as a director, the board appears willing to give the chief executive time to deliver on the company's turnaround. Eisner, whose contract expires in September 2006, has promised earnings growth from continuing operations of more than 40 percent this fiscal year alone.
Nonetheless, the board, under the direction of the new chairman, George J. Mitchell, is trying to appease restive investors by instituting a more formal approach to finding Eisner's successor. Going outside the company could prove too pricey for the board; Peter Chernin, a top executive at the News Corp. often mentioned as a likely candidate, already makes several times what Disney pays Eisner. And that makes nurturing talent from within even more critical.
"The biggest problem in the entertainment business is who are the next media moguls?" said Chris Dixon, a managing director at Gabelli Capital Partners who has followed Disney for years and recently joined Gabelli. "This is especially true at Disney."
Eisner has long been criticized for an aversion to grooming successors. Stephen P. Burke, who spent 12 years at Disney and is versed in everything from the theme parks to ABC, left and is now president of the Comcast Corp., which made a $54 billion unsolicited offer for Disney in February with the notion that Burke could replace Eisner. And while Disney's strategic planning division was known in the late 1980s and early 1990s as a training ground for executives-in-waiting like the current chief executive of eBay, Meg Whitman, that is no longer the case as other divisions have become more powerful.
The perceived absence of executive suite-ready executives, too -- even the executives most admired by investors and analysts are thought to need more seasoning -- does not bode well for Eisner and his president, Robert A. Iger, and Disney overall, according to Tom Wolzien, a media analyst at Sanford C. Bernstein.
"Companies like GE have been serious about this responsibility for years," he said. "If Disney has similar programs in place, it has never made it clear to investors."
Many at Disney say the executives who have prospered, like those at ESPN and the Disney Channel, have done so with less interference from Eisner and Iger. Getting involved with a struggling division may not be the wrong decision, said Richard Greenfield, a media analyst at Fulcrum Global Partners. "The question is, did they make it better or worse?"
The ascendancy of Iger to chief executive is considered questionable, say analysts and investors, unless he can turn around the struggling ABC, which he used to run and still is intimately involved with. Last week, Disney removed the top two executives at the network, Lloyd Braun and Susan Lyne, as part of a restructuring of its networks division; in the last seven years, no fewer than 13 executives have headed the ABC network or its entertainment division. Iger, like many other senior executives, tip-toes around the question of succession.
"Michael is here for life; didn't you know that?" joked Iger, shifting uncomfortably in his chair when asked if he could run Disney.
"There's not a good answer for that one," said Cook of the Walt Disney Studios, when asked the same question.
It takes a relative newcomer, Andy Mooney, the chairman of the consumer products division, to admit the seemingly obvious: "Who wouldn't want to be CEO of the Walt Disney Co.? Except for the fact that it's a pressure cooker because of all the external pressure, it's a dream job."
Iger said in a recent interview that one of his key responsibilities was to groom someone to become president, whether he stays at Disney or not, someone he hopes is "ready sooner rather than later." Succession, he said, is something management has focused on for some time. But from the sound of it, it couldn't be soon enough.
"I take it upon myself to ask what are my strengths, what are my weaknesses," said Sweeney, echoing a sentiment expressed by other Disney executives. "I've initiated those conversations, but it hasn't been about them asking, What do you want to do next?"
George Bodenheimer, the 23-year ESPN veteran, has helped build one of Disney's most dominant brands.
ESPN is one of the most recognized names in sports with seven domestic networks, a magazine, restaurants, and forays into radio and interactive games. According to Kagan Research, ESPN was No. 1 in revenue in 2003 (compared with 100 other networks) and No. 2 in profitability.
In the late 1980s, when Disney's market capitalization was a fraction of the size it is now, the strategic planning division was considered a training ground for executives-in-waiting. Tom Staggs, Disney's well-regarded chief financial officer, got his start there, as did Jay Rasulo, president of Walt Disney Parks and Resorts. So did Peter Murphy, who now runs the group.
Then Eisner was "looking for strategic change agents," Rasulo said. Some of the ideas hatched at the time were Disney's best, including the Disney cruise line and an expansion of the theme parks and resorts that are now the company's biggest revenue generator and which Rasulo now oversees.
But as the company's ranks swelled, strategic planning under Murphy has become less about opportunity than saying no on behalf of Eisner, several Disney executives said.
Cook, chairman of the Walt Disney Studios, has seen scores of executives come and go in his 34 years at Disney. He got his start at the theme parks and worked his way up the film division until he was named chairman in 2002, a job Eisner initially resisted giving him.
Last year, buoyed by the success of "Pirates of the Caribbean" and "Finding Nemo," the studio had its best year ever, earning a record-setting $3.4 billion at the worldwide box office. And in a testament to Cook's personal skills, even Steve Jobs, the Pixar Animation Studios chief executive, who recently ended its partnership with Disney and blaming it on Eisner, said he liked him.
But successes evaporate quickly in the movie business. This year Cook has already suffered through the flop "The Alamo," while "Hidalgo and the animated feature "Home on the Range" have also underperformed expectations. But Cook said the fortunes of the movie business were cyclical, not unlike Disney.
"This company has always attracted great talent," Cook said. "But part of that talent isn't just that they are smart and creative. They are ambitious. The higher you go up in the company, the funnel becomes smaller. You reach a certain time and age, and you think, Maybe my time won't come."
By Laura M. Holson