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:
- Who have no relationship to the Company that would interfere with the exercise of their independence from management and the Company;
- Who are "Non-Employee Directors", as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended;
- Who are "Outside Directors", as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended; and
- Who do not receive any consulting, advisory or other compensaroty 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.
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 act as the administrator under the Company’s incentive compensation, equity compensation and other benefit plans, to the extent designated by the Board;
- The Committee shall review and approve the compensation policies, arrangements and plans for the Company’s Chief Executive Officer, including the goals and objectives applicable to such compensation policies, arrangements and plans, evaluate (either alone or in conjunction with the Nominating, Governance and Social Responsibility Committee) the Chief Executive Officer's performance in light of those goals and objectives and set the Chief Executive Officer's compensation level based on this evaluation (without the presence of the Chief Executive Officer during voting or deliberations), all subject to final approval by the entire Board;
- In structuring and determining the annual and long-term incentive components of the Chief Executive Officer’s and other executive officers’ compensation, the Committee considers the Company’s and the individual’s performance against performance objectives designated by the Committee, relative and total shareholder return, the value of similar incentive awards to chief executive officers and other executive officers at comparable companies designated by the Committee and the retention value of the Company’s incentive programs, and such other factors as the Committee deems appropriate;
- The Committee shall review and approve the compensation policies, arrangements and plans for the Company’s other executive officers, and the goals and objectives applicable to such compensation plans, evaluate the other executive officers’ performance in light of those goals and objectives and set the other executive officers' compensation based on these evaluations, also taking into account the recommendations of the Company’s Chief Executive Officer;
- The Committee shall make recommendations to the Board regarding incentive-compensation plans and equity-based plans and administer the Company’s incentive-compensation plans and equity-based plans;
- The Committee shall review and discuss with management and approve the Company’s Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s annual proxy statement, and if deemed appropriate by the Committee based upon such review and discussions, the Committee shall recommend to the Company’s Board that the CD&A be included in the Company’s annual proxy statement;
- The Committee shall prepare the report of the Compensation Committee for inclusion in the Company’s annual proxy statement;
- The Committee shall review and make recommendations with respect to shareholder proposals related to compensation matters, and work with the Nominating, Governance and Social Responsibility Committee in evaluating such proposals; and
- The Committee shall annually perform an evaluation of the performance of the Committee and report to the Board on the results of such evaluation.
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.
- Financial Expert
- Independent Director