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Disney directors get a raise…

The Walt Disney Co. filed its 10-K yesterday and this exhibit in the filing caught our attention.

As the exhibit notes, Disney’s 11 outside board members received a raise from $65K a year to $80K a year. Granted, in terms of annual retention fees for companies of Disney’s size, $80K doesn’t seem unusually high. But that’s really just the base salary, so to speak. There’s a lot of additional pieces to the overall comp, that, when you check the proxy filed last year, has most directors earning around $200K annually. Among the mix-ins, so to speak, is a $10K fee per committee, $84K in deferred stock and a $56K stock grant.

Most of the directors sit on several other boards, in addition to holding down seemingly important full-time jobs of their own. Susan Arnold, for example, is president of Procter & Gamble’s (PG) Global Business units and also sits on the board of McDonald’s (MCD). There’s also some interesting overlap on Disney’s board between directors and failed banks including the old Washington Mutual. The only director who doesn’t draw a Disney pay check is Apple (AAPL) CEO Steve Jobs.

What’s also interesting about yesterday’s exhibit is the timing: why did the company wait to file this exhibit in the 10K when it appears that many of the details were in the proxy filed 11 months ago? A close comparison of the two shows that the numbers for director compensation in the proxy and the numbers in the exhibit are identical. According to the proxy, the changes to director comp — they’re described as modifications in the proxy — were adopted in July 2008. So why wait until December 2009 to spell out the details in an exhibit?