Exiting Board Member Says Eisner Bullied Her

A Walt Disney Co. director has accused Chairman and Chief Executive Michael Eisner of bullying and character assassination to force her off the company’s board because she had been siding against him on key issues, according to a confidential memo obtained by The Times.

In the memo addressed to Disney’s four-member governance and nominating committee and copied to other directors, Andrea L. Van de Kamp also said Eisner surprised her in a Jan. 20 meeting in his office by saying “that I should resign and leave quietly.” She added that Eisner proposed she take a charitable role affiliated with the company so the two of them could save face.

“He offered me a position on the board of the Disney Foundation and he wanted this to be my idea -- feeling it would save me and him embarrassment,” the memo said.

The angrily worded two-page memo provides a rare, detailed glimpse of a bitter schism that has developed inside Disney’s boardroom between Eisner and a small but influential group of critics over the last year as he has struggled to boost the company’s profit and lagging stock price.

It comes as Eisner and Disney have been taking steps -- including naming more independent directors and cutting the size of its 17-member board -- in an effort to change the long-held perception that the directors are beholden to Eisner.

In a statement, Disney spokeswoman Zenia Mucha said, “It is sad and unfortunate that such a distorted depiction of the process has been put forth.” She added that the governance and nominating committee, in urging that Disney’s board size be cut, unanimously recommended a slate of directors, which was confirmed by the board.

In an interview, Disney director Ray Watson said, “It was unfortunate that that memo was written. I think it’s very unfair to Michael.”

Watson also said it is “very unfortunate when communication among board members, its committees and the chief executive find their way into the public domain through the press.”

Judy Estrin, chief executive of Packet Design and a member of the committee, said, “This was a decision made by the governance committee that was recommended to the board. It was made by independent directors.”

One week after Eisner and Van de Kamp met, Disney said she and three other directors would not stand for reelection at its annual meeting March 19 in Denver. Disney at the time characterized the retirements as part of an ongoing effort to trim the board’s size. But directors later confirmed to The Times that Van de Kamp left involuntarily after a bitter falling-out with Eisner and that she had written other board members to complain.

Van de Kamp, who heads Sotheby’s West Coast operation, still is a director until the annual meeting. She was out of the country on business Friday and could not be reached for comment. A message at her office said she would be returning to work Tuesday.

Eisner’s two main board critics had been Vice Chairman Roy E. Disney and his chief lieutenant, Stanley P. Gold. But in the last year, Van de Kamp had emerged as a dissident as well.

In her memo, Van de Kamp said Eisner singled her out because she voted with Gold and Disney on “contentious governance issues,” although she didn’t identify which ones. She argued that Eisner’s behavior undermined efforts to strengthen the board’s independence and “gives the appearance that rubber-stamping Michael’s decisions is an unwritten prerequisite for continued board membership.”

The memo was written one day after Eisner met with Van de Kamp in his Burbank office on the Martin Luther King Jr. holiday. Van de Kamp said she was subjected to “a personal attack by the company’s CEO from out of the blue” and said Eisner’s “tactic with me was threatening and ‘bullying.’ ”

Van de Kamp said Eisner told her during the meeting that the board was being reduced in size and “that it was like a baseball team and in essence -- I didn’t make the cut.”

Van de Kamp said that at the meeting she was subjected to “what I shall refer to as a ‘character assassination.’ ” After telling her that people liked her, Van de Kamp wrote, Eisner accused her of talking to the news media, being unprepared and late for meetings and having “demonstrated inappropriate behavior” for a director.

“He indicated that he had a file on me that documented and supported each of his assertions,” Van de Kamp wrote.

Van de Kamp denies in the memo that she talked to the news media, and characterized herself as “a strong, independent voice for shareholders.”

The memo shows that tensions between Eisner and Van de Kamp had been simmering for some time before they became public last month. The director said she was the only board member Eisner did not meet with separately after the company’s annual meeting last year. But she said the two lunched in August before a critical board meeting in September, at which a number of issues about the company’s future were discussed.

According to the memo, Eisner “indicated at that time that anyone that wasn’t with him at the September meeting should be off the board.”

In addition to Estrin, the governance and nominating committee consists of Edison International CEO John E. Bryson, who is chairman of the panel; La Opinion President Monica C. Lozano; and Northwest Airlines Corp. Chairman Gary L. Wilson. Those directors did not return calls Friday seeking comment.

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Van de Kamp memo excerpts

From a memo to the governance and nominating committee of Walt Disney Co. dated Jan. 21:

“Michael [Eisner] has requested that I contact him should I wish to call any of you -- he wants to know with whom I’m speaking.”

“His [Eisner’s] tactic with me was threatening and “bullying.”

“After I initiated a call to Michael, we did have a lunch and he indicated at that time that anyone that wasn’t with him at the September [board] meeting should be off the board.”

“The behavior that Michael demonstrated . . . gives the appearance that rubber-stamping Michael’s decisions is an unwritten prerequisite for continued board membership.”

“Separately, I have struggled with how to appropriately respond to what I shall refer to as a “character assassination” that took place in Michael’s office on Monday morning [Jan. 20].”

From an interview with Disney board member Ray Watson:

“It was unfortunate that that memo was written. I think it’s very unfair to Michael.”

From an interview with governance committee member Judy Estrin:

“This was a decision made by the governance committee that was recommended to the board. It was made by independent directors.”