Hasbro Investors


Nominating, Governance and Social Responsibility Committee Charter

The primary purpose of the Nominating, Governance and Social Responsibility Committee (the “Committee”) of Hasbro, Inc. (the “Company”) is to: (a) identify individuals qualified to become Board members consistent with criteria approved by the Board, and recommend such individuals to the full Board for selection, and ultimately for election at a subsequent annual meeting of shareholders or appointment to fill a vacancy on the Board; (b) develop, recommend to the Board and oversee corporate governance principles and codes of business conduct and ethics applicable to the Company, and make recommendations to the Board regarding the governance of the Board and its committees; (c) oversee the evaluation of the Board and, in conjunction with the Company’s Compensation Committee, oversee the process for the evaluation of the Company’s Chief Executive Officer; (d) review and make recommendations with respect to director compensation; and (e) analyze issues of corporate social and environmental responsibility and related corporate conduct which are relevant to the Company’s business and make recommendations to the full Board regarding such matters.

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:

  • Who have no relationship to the Company that would interfere with the exercise of their independence from management and the Company; and
  • Who do not receive any consulting or other fees from the Company other than board fees and fees related to service on the Committee or on other committees of the Board.

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.

In order to fulfill its role, the Committee shall have the sole authority to retain and terminate search firms to assist in the identification of director candidates, and shall have the sole authority to approve such search firms' fees and other retention terms. 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.

Identification and Nomination of Board Candidates

  • The Committee shall identify individuals qualified to become board members, receive and evaluate nominations for such qualified individuals, recommend to the Board qualified candidates for appointment or election as directors of the Company, and nominate to the Board qualified individuals to serve as members of the various Board committees;
  • In considering potential candidates for election or re-election to the Board, the Committee shall consider a number of factors, including, without limitation, all requirements of the Act, NASDAQ and other legal or regulatory requirements, as well as candidates' employment and other experience, qualifications, attributes, skills, expertise and involvement in areas which are of relevance to the Company's business, business ethics and professional reputation, other Board service, judgment, independence, the Company's needs and the Company's desire to have a Board which represents a diverse mix of backgrounds, perspectives and expertise;
  • The criteria for assessing potential Board candidates shall be reassessed periodically in light of the composition of the Board and the needs and strategic direction of the Company; and
  • The Committee shall also make recommendations to the Board with respect to (i) Directors interested in standing for re-election; (ii) removal of any existing Director where necessary or appropriate; and (iii) acceptance or rejection of any resignation submitted by an existing Director.

Board and Committee Effectiveness and Policies

  • The Committee shall oversee procedures for new director orientation and continuing education for existing Directors on a periodic basis;
  • The Committee shall articulate to each Director what is expected of that Director, including reference to the Company's corporate governance principles and a Director's basic duties and responsibilities with respect to attendance at board meetings and advance review of meeting materials;
  • The Committee shall review the Company's practices and policies with respect to Directors, including retirement policies and compensation for non-employee Directors, the size of the Board, the meeting frequency of the Board and its committees and the structure of Board and committee meetings, and the meeting frequency and conduct of executive sessions of the Board, and make recommendations to the Board with respect thereto;
  • The Committee shall review the functions, duties and composition of the committees of the Board and make recommendations to the Board with respect thereto;
  • The Committee shall consider and report to the Board on any questions of possible conflicts of interest of Board members; and
  • The Committee shall annually perform an evaluation of the performance of the Committee and report to the Board on the results of such evaluations.

Oversight of Corporate Governance, Social and Environmental Responsibility Matters

  • The Committee shall develop, recommend to the Board and oversee corporate governance principles and guidelines applicable to the Company. Such principles shall address the following subjects: (i) Director qualification and independence standards, including the criteria used for evaluating and selecting potential Director candidates for election or re-election; (ii) Director responsibilities; (iii) Director access to management and, as necessary and appropriate, independent advisors; (iv) Director stock ownership; (v) Director orientation and continuing education; (vi) management succession; (vii) annual performance evaluations of the Board; (viii) committee member qualifications; (ix) committee member appointment, rotation and removal; (x) committee structure, responsibilities, and operations (including authority to delegate to subcommittees); and (xi) committee reporting to the Board. These principles shall be reviewed annually, with recommendations made to the Board with respect to any needed changes;
  • The Committee shall review and assess the appropriateness of the Company's governance principles and practices and make recommendations to the Board with respect to changes in those principles or practices;
  • The Committee shall review and assess the adequacy and appropriateness of Director compensation and make recommendations to the Board regarding compensation of the Company's non-employee Directors;
  • The Committee shall oversee and make recommendations to the Board concerning the Company’s code of business conduct and ethics as applicable to the Directors, officers and employees of the Company. The Committee shall also oversee the investigation of any potential conflict of interest by a Director, officer or employee as assigned to it by the Board;
  • In concert with the Board, the Committee shall review and assess Company policies and practices with respect to significant issues of corporate social responsibility, including, without limitation, compliance with the Company’s Code of Conduct, product safety, environmental sustainability and climate change, human rights and ethical sourcing, responsible marketing, transparency, public policy matters, community relations and charitable contributions;
  • The Committee shall periodically review and assess the Company's communication to shareholders and the general public with respect to its policies and practices in the areas of corporate governance and corporate social responsibility, including the communication contained on the Company's website;
  • The Committee shall review, and make recommendations to the Board with respect to, shareholder proposals submitted to the Company;
  • The Committee shall recommend to the Board, or to the appropriate committee thereof, processes for annual evaluations of the performance of the Board, the Chairman of the Board, and the Chief Executive Officer, and oversee the processes for the conduct of such evaluations, either alone or in conjunction with the Company's Compensation Committee; and
  • The Committee shall oversee the maintenance and presentation to the Board of plans with respect to management development and succession.

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.

Committee Members

Chair Tracy Leinbach
Tracy Leinbach
Retired EVP and CFO

Age: 57


Tracy A. Leinbach served as the Executive Vice President and Chief Financial Officer for Ryder System, Inc. (a global logistics and transportation and supply chain solutions provider) from 2003 until 2006. Prior thereto, Ms. Leinbach served as Executive Vice President, Fleet Management Solutions for Ryder since 2001. She is a director of Forward Air Corporation and Veritiv Corporation. Ms. Leinbach has been a director of the Company since 2008.


The Board has nominated Ms. Leinbach for election as a director because of her extensive business experience in global operations, strategic and financial planning, auditing and accounting. Ms. Leinbach held a number of positions involving increasing global operating and global financial management, responsibility and oversight, as well as global supply chain management, with Ryder, spanning a career with Ryder of over 21 years. During her career she lead the company’s largest business unit in the U.S., as well as units in Europe, Mexico and Canada. In addition to extensive operating experience, her time with Ryder included service as controller and chief financial officer at many of Ryder’s subsidiaries and divisions. Ms. Leinbach’s career with Ryder culminated in her service as Executive Vice President and Chief Financial Officer. Prior to her career with Ryder, Ms. Leinbach worked for Price Waterhouse in public accounting and was a CPA. The Board believes Ms. Leinbach possesses particular knowledge, expertise and experience in strategic planning, management, operations, logistics and risk management for a large multinational company; corporate finance; sales; and expertise in issues regarding financial reporting and accounting issues for large public companies. The Board has determined that Ms. Leinbach qualifies as an Audit Committee Financial Expert due to her prior experience, including as the Chief Financial Officer of a public company (Ryder System, Inc.).

Committee Member Michael Burns
Michael Burns
Lions Gate Entertainment Corp.

Age: 58


Michael R. Burns is the Vice Chairman and a member of the Board of directors of Lions Gate Entertainment Corp., serving in this role since 2000. From 1991 to 2000, he was the Managing Director and Head of the Los Angeles Investment Banking Office of Prudential Securities Inc. Mr. Burns has been a director of the Company since 2014.


The Board has nominated Mr. Burns for election as a director because of his extensive knowledge and experience in content development and brand building, including in the use of creative storytelling across platforms global entertainment franchises; in the entertainment industries, including operating and financial expertise in to build motion picture development, financing, marketing and monetization; expertise in strategic planning for, investing in and building content and entertainment-driven multi-platform businesses; experience in global media distribution; expertise in investment banking and corporate finance; and expertise in international business.

Committee Member Crispin Davis
Crispin Davis
Retired Chief Executive Officer

Age: 67

Sir Crispin H. Davis served as the Chief Executive Officer of Reed Elsevier, PLC (a leading provider of scientific, legal and business publishing) from 1999 to 2009. From 1994 to 1999 he was the Chief Executive Officer of Aegis Group, PLC (media and digital marketing communications company). He is a director of Vodaphone Group, PLC and served on the Board of Glaxo Smith Kline, PLC from 2003 to 2013. Sir Davis has been a director of the Company since February 2016.


The Board appointed Sir Davis as a director in February 2016 and has nominated Sir Davis for re-election as a director because of his experience in transforming a print-based publishing company into a leading online information provider, international business expertise, proven leadership in driving the growth of large multinational corporations, expertise in brand building, organizational development and global marketing, background in media and digital marketing, and knowledge of corporate governance and board best practices.

Committee Member Edward M. Philip
Edward M. Philip
Retired Chief Operating Officer

Age: 51


Edward M. 'Ted' Philip served as a Special Partner at Highland Consumer Fund, a consumer oriented private equity fund, serving in this role from 2013-2017. Previously, he served as Managing General Partner at Highland Consumer Fund from 2006 to 2013. In addition, Mr. Philip was Chief Operating Officer at Partners in Health until his retirement in 2017. 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 and 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 spent a number of years in investment banking. He is a director of BRP Inc. and United Continental Holdings, 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.

Committee Member Mary Beth West
Mary Beth West
Chief Growth Officer
Age: 55

Mary Beth West is Chief Growth Officer for The Hershey Company. Prior to joining Hershey, Ms. West was Executive Vice President and Chief Customer and Marketing Officer for the J.C. Penney Company. Prior to joining J.C. Penney Company, West served for twenty eight years at Mondelez and its predecessor Kraft Foods, most recently serving as Executive Vice President and Chief Category and Marketing Officer. She currently serves on the board of the Wallace Foundation and Marcy Ships. West previously served on the Board of J.C. Penney; The Goodman Theater; Kohl's Children Museum; and Off the Street Club.


The Board appointed Mary Beth as a director in 2016 because of her extensive experience and expertise in marketing, brand building, managing global franchises, understanding and applying consumer insights, developing retail and sales experiences, skill in managing teams and proven perspective in delivering top tier consumer experiences.