The primary purposes of the Compensation Committee (the "Committee") of the Board of Hasbro, Inc. (the "Company") are to: (a) discharge the Board's responsibilities relating to compensation of the Company's executives, including to oversee the compensation policies, arrangements and plans of the Company with respect to the Chief Executive Officer and the other executive officers; (b) oversee the Company's incentive compensation and equity-based plans for employees and officers of the Company; (c) review and discuss with management the Company's Compensation Discussion and Analysis to be included in the Company's annual proxy statement and; (d) prepare the report of the Compensation Committee required to be included in the Company's annual proxy statement in accordance with applicable rules and regulations.
The Committee shall review and reassess the adequacy of this Charter on an annual basis.
The Committee shall be comprised of not less than three members of the Board, and the Committee's composition will meet the requirements of the Sarbanes-Oxley Act of 2002 (the "Act"), The NASDAQ Stock Market ("NASDAQ") and other applicable requirements.
Accordingly, in addition to any other applicable requirements, all of the members of the Committee will be directors:
Committee members shall be appointed and removed by the Board, which shall designate the Committee Chair, who shall preside over meetings of the Committee. A majority of the members of the Committee shall constitute a quorum for doing business. All actions of the Committee shall be taken by a majority vote of the members of the Committee present at the meeting, provided a quorum is present.
The Committee shall hold regularly scheduled meetings and such special meetings as circumstances dictate. To the extent the Committee believes it to be appropriate or advisable, it shall meet in executive session, without management present. Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing. The Committee shall report regularly to the full Board.
The Committee shall have the sole authority to retain and terminate compensation consultants, legal counsel or other advisors or experts that it determines to be necessary to carry out its duties. . The Committee also has the authority to determine the compensation for such advisors. In selecting an advisor, the Committee will take into consideration the six independence factors set forth in NASDAQ Listing Rule 5605(d)(3) and such other factors as the Committee deems appropriate. The Committee shall also have the power, on behalf of the Company, to adopt, amend or terminate compensation plans or arrangements applicable to any class of employees, officers or directors of the Company or any subsidiary of the Company and to make grants and awards under the Company’s compensation plans, subject in each case only to any applicable laws or regulations requiring Board or shareholder approval.
Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company that it receives information from, and (ii) the accuracy of the information provided to the Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board). The Committee has the authority to retain legal or other experts that it determines to be necessary to carry out its duties. It also has authority to determine compensation for such advisors.
The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate, and as allowed by applicable legal and stock exchange requirements, given the circumstances.
The Committee shall also perform any other activities consistent with the Articles of Incorporation and By-laws of the Company, and other governing laws, as the Board or the Committee shall deem appropriate.
Edward M. Philip has served as the Chief Operating Officer of Partners in Health (a non-profit healthcare organization) since January 2013. In addition, Mr. Philip is a Special Partner at Highland Consumer Fund (consumer oriented private equity fund), serving in this role since 2013. He served as Managing General Partner at Highland Consumer Fund from 2006 to 2013. Prior thereto, Mr. Philip served as President and Chief Executive Officer of Decision Matrix Group, Inc. (research and consulting firm) from May 2004 to November 2005. Prior thereto, he was Senior Vice President of Terra Networks, S.A. (global Internet company) from October 2000 to January 2004. In 1995, Mr. Philip joined Lycos, Inc. (an Internet service provider and search company) as one of its founding members. During his time with Lycos, Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. Prior to joining Lycos, Mr. Philip spent time as the Vice President of Finance for the Walt Disney Company, and prior thereto Mr. Philip spent a number of years in investment banking. He is a director of BRP Inc. Mr. Philip has been a director of the Company since 2002.
The Board has nominated Mr. Philip for election as a director because of his more than 25 years of business experience, including many years of experience as both an operating executive and chief financial officer of multinational corporations, and his experience in strategic, business and financial planning in consumer-based and technology-based industries and in overseeing management teams of such companies. The Board believes Mr. Philip possesses particular knowledge, expertise and perspectives regarding corporate finance; internet and technology based industries and the use of the internet and digital media for building businesses; expertise in consumer trends and in the family entertainment industry; financial reporting and accounting matters for large multinational public companies; as well as expertise in the operation and management of a multinational corporation.
Basil L. Anderson served as Vice Chairman of Staples, Inc. (office supply company) from September 2001 until March 2006. Prior thereto, he was Executive Vice President — Finance and Chief Financial Officer of Campbell Soup Company (consumer products company) since 1996. Mr. Anderson also previously served as Chief Financial Officer of Scott Paper Company from 1993 to 1996. Mr. Anderson is a director of Becton, Dickinson and Company, Moody’s Corporation and Staples, Inc. He previously served on the Board of CRA International, Inc. from 2004 until January 2010. Mr. Anderson has been a director of the Company since 2002.
The Board has nominated Mr. Anderson for election as a director because of his more than 30 years of business experience, including years of experience as an operating executive, a chief financial officer and as a board member of major multinational public companies. In the Board’s view Mr. Anderson possesses strategic, business, financial planning and operations expertise; corporate finance expertise; particular knowledge, expertise and perspective regarding financial reporting and accounting issues for multinational public companies; experience from service on four public company audit committees; expertise in corporate governance and board and committee best practices; and international business expertise.
Kenneth A. Bronfin is Senior Managing Director of Hearst Ventures (the strategic investment arm of diversified media company Hearst Corporation), serving in this role since 2013. Prior thereto, he was President of Hearst Interactive Media since 2002. Prior thereto, he was Deputy Group Head of Hearst Interactive Media since 1996. From 2002 until 2006, Mr. Bronfin served on the Board of iVillage Inc. Mr. Bronfin has been a director of the Company since 2008.
The Board has nominated Mr. Bronfin for election as a director because of his extensive expertise and experience in operational and executive roles in the media and digital services sectors. Mr. Bronfin’s experience includes serving in a number of executive positions where he was in charge of leading interactive media and digital businesses and where he led new business ventures, strategic investments and acquisitions in the digital content and media sectors. Mr. Bronfin also has experience serving on a number of private and public company boards of directors. The Board believes Mr. Bronfin possesses particular knowledge, expertise and experience in the media and digital services businesses, including international media; advertising and marketing, and consumer trends in media and digital technology; as well as expertise in strategic planning and corporate finance.
Lisa Gersh is currently CEO of Goop, a lifestyle website founded by actress Gwyneth Paltrow. Prior to joining Goop, Gersh served as President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. (integrated media and merchandising company) until 2013. Before being named CEO, Lisa served as President and Chief Operating Officer of Martha Stewart Living Omnimedia, Inc. from 2011 to 2012. She served as President, Strategic Initiatives at NBC News, an operating subsidiary of NBC Universal from 2007 until January 2011. Ms. Gersh also served as General Managing Director of the Weather Channel companies for NBC Universal from 2007 until 2009. Prior thereto, she was a co-founder and the President and Chief Operating Officer of Oxygen Media from 1998 until 2007, when it was acquired by NBC News.
Ms. Gersh served as a director of Martha Stewart Living Omnimedia, Inc. from 2011 to 2013 and served on the board of directors of The Knot, Inc. (now XO Group Inc.) from 2005 until 2010. Ms. Gersh has been a director of the Company since 2010.
Linda Zecher is President and Chief Executive Officer of Houghton Mifflin Harcourt Company, serving in her role since 2011. In this role, Ms. Zecher is leading HMH’s transformation to a digitally-focused learning and content media company. Through a successful financial restructure and completing a series of acquisitions and mergers Ms. Zecher has been effective in strengthening the company’s competitive position in the education technology and consumer education market.
Prior to joining Houghton Mifflin Harcourt, Ms. Zecher served as Corporate Vice President, Worldwide Public Sector at Microsoft from 2009 to 2011. Ms. Zecher joined Microsoft in 2003, and successfully led the U.S and Asia Pacific public sector businesses before taking over the worldwide organization in 2009. Before joining Microsoft, Ms. Zecher was CEO at Evolve Corporation. Prior to Evolve Corp., she was Sr. VP of Application Suites at Oracle Corporation. She began her career as a geophysicist at Texas Instruments.
Currently, Ms. Zecher serves on the Board of Houghton Mifflin Harcourt Company.