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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
 
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material Pursuant to
§240.14a-12
HASBRO, INC.
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
 
No fee required.
 
Fee paid previously with preliminary materials.
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11.
 
 
 


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Letter to Our Shareholders

April 3, 2024

Dear Hasbro Shareholders,

More than a year ago, Hasbro laid out a blueprint for a more focused and profitable company with a series of growth initiatives built on a diverse portfolio of some of the most iconic brands in the toy and game industry. In 2023, your Board continued to oversee the evolution of Hasbro’s strategy to refocus on play with a philosophy of “Fewer, Bigger, Better”. Fewer SKUs that drive higher impact, Bigger investment behind winning brands in key categories, and Better innovation driven by a renewed leadership team and a focus on kids, parents and fans, the lifeblood of Hasbro.

Business transformations take time, and 2023 was the year we reset our business. As we navigated a challenging macro-economic environment and a declining industry, we took aggressive steps to sharpen our portfolio focus with the sale of eOne Film & TV, reset our cost base, and reduce our inventory. The result: growth in our key categories, reduced debt, and the best inventory levels we’ve had since well before the pandemic. Hasbro is entering 2024 with a healthier balance sheet, a leaner cost structure, and an operational rigor that we believe will maintain and build on these improvements in the quarters ahead. We have also increased our cost-savings target to $750 million annually by the end of 2025 as a result of our Operational Excellence program.

Last year demonstrated the strength of our diverse portfolio of brands as we saw full year growth in MAGIC: THE GATHERING, DUNGEONS & DRAGONS, TRANSFORMERS, and a strong contribution from the launch of FURBY. For 2024, we have the Transformers One movie coming later this year, and innovative products from both our toy and game teams that will drive us into 2025. From there, we expect to see our momentum accelerate thanks to our progress in rebuilding our innovation pipeline and resetting our cost structure.

In March 2024, we announced a further refresh of our board of directors with the addition of Frank Gibeau, Darin Harris, and Owen Mahoney, individuals who bring significant executive leadership, operational experience, digital gaming and consumer products expertise. We also announced that Michael Burns, Tracy Leinbach and Linda Zecher Higgins, three of our longer tenured directors, will retire from the board at the annual meeting and will not stand for re-election. We very much appreciate the tremendous leadership and service each of them have provided to our board.

At the Annual Meeting, Alan Hassenfeld will step down from his role as Chairman Emeritus. Mr. Hassenfeld has been and will always be a prominent architect of Hasbro’s legacy, and we look forward to sharing more soon on how we will honor him and the contribution of the Hassenfeld family to Hasbro. Mr. Hassenfeld will forever be part of Hasbro’s history, and he will continue to be part of Hasbro’s future as he deepens his incredible philanthropic work and we jointly work to further Hasbro’s mission.

As Hasbro, its management team and the talented team of individuals representing its brands around the world undertake this strategic transformation, we take great pride in the values and ethics that guide the organization. Congratulations to the team for being recognized by Ethisphere as one of the 2024 World’s Most Ethical Companies.

We appreciate your ongoing support of Hasbro and look forward to continuing to work closely with shareholders to further unlock the value in this great Company. While our share price hasn’t performed to our standards, we’ve continued to support our category-leading dividend and are working closely with the new management team with a focus on executing our strategy to drive long-term shareholder value.

Sincerely,

 

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Richard S. Stoddart

Chair of the Hasbro Board of Directors

 


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Hasbro, Inc. Notice of 2024

Annual Meeting of Shareholders

 

Date:    Thursday, May 16, 2024
Time:    11:00 a.m. Eastern Time
Where:   

The Hasbro, Inc. 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held in a virtual format only. Our virtual meeting will be structured in a manner intended to provide our shareholders with a participation experience similar to an in-person meeting.

 

Shareholders will be able to listen, vote, and submit questions during the Annual Meeting from any location that has Internet connectivity by registering to attend the meeting at www.meetnow.global/M55AKUW.

Record Date:    Only shareholders of record of the Company’s common stock at the close of business on March 20, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

 

 

 

    

Purpose

 

    
     LOGO   Elect eleven (11) directors.  
  LOGO   Approve an advisory vote on the compensation of the Company’s named executive officers.  
  LOGO   Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.  
  LOGO   Approve amendments to the Company’s Restated 2003 Stock Incentive Performance Plan, as amended.  
  LOGO   Transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.  

Voting

 

How to Vote

 

Vote Right Away Through Advance Voting Methods   Voting During the Meeting

 

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Vote by Internet

Go to the website
identified on the enclosed proxy card or voting
instruction form.

 

Vote by Phone

Call the number on
the enclosed
proxy card or voting instruction form.

 

Vote by Mail

Sign, date and return
the enclosed
proxy card or voting instruction form in the accompanying
postage-paid

pre-addressed
envelope.

 

Vote During the Meeting

See the instructions below regarding

how to vote
at the Annual Meeting.


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Your Board of Directors unanimously recommends that you vote “FOR ALL” the nominees proposed by your Board of Directors on the proxy card, “FOR” advisory approval of the Company’s compensation for its named executive officers, “FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024, and “FOR” the amendments to the 2003 Stock Incentive Performance Plan.

By Order of the Board of Directors,

 

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Tarrant Sibley

Executive Vice President, Chief Legal Officer &

Corporate Secretary

April 3, 2024

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting

to be held on May 16, 2024:

On or about April 3, 2024, we will begin mailing a Notice of Internet Availability of Hasbro’s Proxy Materials to shareholders informing them that this Proxy Statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and voting instructions are available, free of charge, at https://investor.hasbro.com/financial-information/annual-meeting. As is more fully described in that Notice, all shareholders may choose to access our proxy materials on the Internet or may request to receive paper copies of the proxy materials.


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Table of Contents

 

   
PROXY STATEMENT HIGHLIGHTS      i  
   
ELECTION OF DIRECTORS (Proposal 1)      1  
   
GOVERNANCE OF THE COMPANY      18  
   
COMPENSATION COMMITTEE REPORT      25  
   
COMPENSATION DISCUSSION AND ANALYSIS      26  
   
Executive Summary      26  
Executive Compensation Philosophy and Objectives      32  
Compensation Process      33  
Executive Compensation Program Elements      35  
Other Compensation Considerations      45  
Executive Compensation      47  

Summary Compensation Table

     47  

Grants of Plan-Based Awards

     50  

Outstanding Equity Awards at Fiscal Year-End

     51  

Option Exercises and Stock Vested

     53  

Retirement Plan Annual Benefits and Payments

     54  

Non-Qualified Deferred Compensation and Other Deferred Compensation

     55  

Potential Payments Upon Termination or Change in Control

     57  

Agreements and Arrangements Providing Post-Employment and Change in Control Benefits

     59  
   
SHAREHOLDER ADVISORY VOTE ON COMPENSATION FOR NAMED EXECUTIVE OFFICERS (Proposal 2)      69  
   
PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2024 FISCAL YEAR (Proposal 3)      70  
   
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS      71  
   
ADDITIONAL INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      74  
   
PROPOSAL TO APPROVE AMENDMENTS TO THE RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN (Proposal 4)      76  
   
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF      85  
   
EQUITY COMPENSATION PLANS      88  

 

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DELINQUENT SECTION 16(a) REPORTS      89  
   
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS      89  
   
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING      90  
   
ADDITIONAL INFORMATION      94  
   
APPENDICES   

APPENDIX A — GAAP TO NON-GAAP RECONCILIATION

     A-1  

APPENDIX B — STANDARDS FOR DIRECTOR INDEPENDENCE

     B-1  

APPENDIX C — FOURTH AMENDMENT TO RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN, AS AMENDED

     C-1  

APPENDIX D — 2003 RESTATED STOCK INCENTIVE PERFORMANCE PLAN, AS AMENDED

     D-1  

 

 

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In this Proxy Statement, the terms “Hasbro,” “the Company,” “we,” and “our” refer to Hasbro, Inc., and the terms “Board” and “Board of Directors” refer to the Board of Directors of Hasbro, Inc. Unless otherwise stated, information presented in this Proxy Statement is based on Hasbro’s fiscal year. This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated into this Proxy Statement by reference.

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our strategy, the ability to achieve our financial and business goals and objectives, the proposals contained herein, and sustainability and social goals, commitments, and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Proxy Statement Highlights

This proxy summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement before voting.

 

Annual Meeting Information

 

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Date and Time

11:00 a.m. Eastern Time

Thursday, May 16, 2024

 

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Record Date

Wednesday

March 20, 2024

 

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Where

Virtually online at

www.meetnow.global/M55AKUW

 

Meeting Agenda and Recommendation of the Board of Directors

Agenda Item

 

Board

Recommendation

  

Page

Number

Proposal 1

Election of Eleven (11) Directors

 

 

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“FOR ALL” Hasbro director nominees

   1

Proposal 2

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

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“FOR”

 

   69

Proposal 3

Ratification of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal Year 2024

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“FOR”

 

   70

Proposal 4

Approval of Amendments to the Company’s Restated 2003 Stock Incentive Performance Plan, as amended

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“FOR”

 

   76

 

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2023 Overview

Creating Magic Through Play

We are a leading toy and game company whose mission is to entertain and connect generations of fans through the wonder of storytelling and exhilaration of play. We are “Creating Magic Through Play”. We deliver engaging brand experiences for global audiences across gaming, consumer products and entertainment, with a portfolio of iconic brands including MAGIC: THE GATHERING, Hasbro Gaming, PLAY-DOH, NERF, TRANSFORMERS, DUNGEONS & DRAGONS, and PEPPA PIG, as well as premier partner brands.

We are guided by our purpose to create joy and community for all people around the world, one game, one toy, one story at a time. For more than a decade, we have been consistently recognized for our corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media, one of the World’s Most Ethical Companies by Ethisphere Institute and one of the 50 Most Community-Minded Companies in the U.S. by the Civic 50.

Our strategic plan supports our mission by bringing compelling and expansive brand experiences to consumers and audiences around the world. Using this approach, our brands are transformed as story-led and play-led consumer franchises brought to life through games, play and other experiences, and are offered across a multitude of platforms and media. Our commitment to disciplined, strategic investments, differentiates Hasbro with diversified capabilities focused on driving long-term, sustainable and profitable growth and enhancing shareholder value.

2023 Overview

Fiscal year 2023 was a year of transformation for our business. Following the October 2022 announcement of our revised strategic plan, we embarked upon an ambitious, multi-year transformation guided by our revamped business strategy. Since that announcement, we have created efficiencies in our supply chain, improved our inventory position, lowered our costs, and reinvested back into the core focus areas of our business. During fiscal 2023, we strengthened our leadership team with industry veterans and turnaround experts and have focused our strategic investments on our most valuable and profitable franchises across games, toys, licensing and entertainment. This focused strategy led to the decision to sell certain non-core parts of the business, including the Entertainment One film and television business not relating to Hasbro and family-oriented brands. In 2023, we experienced stronger than expected market headwinds and an overall industry decline, resulting in our difficult decision to take additional headcount reductions and accelerate the process of making organizational changes that will reallocate people and resources, both in effort to strengthen our foundation and position Hasbro for growth.

2023 Financial Performance

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Board Matters

Proposal 1 — Election of Directors

The table below summarizes information about each of the eleven (11) director nominees nominated by your Board, including their current committees of the Board. Detailed information about each of your Board’s nominees, including their background, skills and areas of expertise, can be found below under the heading “Election of Directors (Proposal 1)”. Your Board of Directors unanimously recommends that you vote “FOR ALL” your Board’s director nominees. In March 2024, we announced that Michael Burns, Tracy Leinbach and Linda Zecher Higgins will retire from the Board and will not be standing for re-election at the Annual Meeting.

 

Name and Principal Occupation

   Age*     

Director

Since

     Independent    AC    Comp      Cyber      Fin      NGS  

Hope F. Cochran

Managing Director of Madrona Venture Group

     52        2016         LOGO               LOGO        LOGO           

Christian P. Cocks

Chief Executive Officer of Hasbro

     50        2022                                                

Lisa Gersh

Outside Advisor; Former Chief Executive Officer of Alexander Wang

     65        2010                LOGO                          LOGO  

Frank D. Gibeau

President of Zynga at Take-Two Interactive

     55        2024                         LOGO        LOGO           

Elizabeth Hamren

Chief Executive Officer of Ring, Inc.

     52        2022                LOGO        LOGO                    

Darin S. Harris

Chief Executive Officer of Jack In the Box, Inc.

     55        2024         LOGO                                 LOGO  

Blake J. Jorgensen

Former Chief Financial Officer of Electronic Arts Inc. and PayPal Holdings, Inc.

     64        2022         LOGO LOGO                        LOGO           

Owen Mahoney

Former Chief Executive Officer and President of Nexon Co. Ltd.

     57        2024         LOGO                        LOGO           

Laurel J. Richie

Independent Branding Consultant; Former President of Women’s National Basketball Association

     65        2020                LOGO                          LOGO  

Richard S. Stoddart

Chair of the Board of Hasbro and Former President and Chief Executive Officer of InnerWorkings, Inc.

     61        2014                LOGO                          LOGO  

Mary Beth West

Former Senior Vice President, Chief Growth Officer of The Hershey Company

     61        2016                                  LOGO        LOGO  

 

*

Age and Committee memberships are as of April 3, 2024. Committee assignments and chairs are expected to be updated effective at the Annual Meeting, to reflect the appointment of Mr. Gibeau, Mr. Harris and Mr. Mahoney, and the retirement of Mr. Burns, Ms. Leinbach and Ms. Zecher Higgins.

 

Chair:

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Member:

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Audit Committee Financial Expert:

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AC:    Audit Committee
Comp:    Compensation Committee
Cyber:    Cybersecurity and Data Privacy Committee
Fin:    Finance and Capital Allocation Committee
NGS:    Nominating, Governance and Social Responsibility Committee

 

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Profile of the Board’s Nominees for Director

The Board’s nominees are balanced by experience, age, gender and tenure. The Board’s nominees are an experienced, diverse group, with each member contributing and having his or her voice heard while supporting and appropriately challenging management. The Nominating, Governance and Social Responsibility Committee and the Board believe the mix of experience, diversity and perspectives on the Board serves to strengthen management and our Company.

 

 

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The Board’s nominees for director consist of a strong group of proven leaders with experience across a wide range of industries, including digital gaming and consumer products, with a significant amount of turnaround and operational experience, giving us a diverse set of skills, viewpoints and expertise.

 

 

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Shareholder Engagement

Hasbro has engaged with numerous shareholders on the Company’s strategy and performance, financial, compensation, corporate governance and other Environmental, Social and Governance (“ESG”) matters for many years. We do this as part of our commitment to build relationships, be responsive to shareholders and ensure that our actions are informed by the viewpoints of our investors. Our shareholder engagement efforts are conducted year-round.

 

 

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In addition to discussions just before our annual meeting, we initiate discussions during a quieter period several months before, typically in the fourth quarter, reaching out to our largest shareholders. Board members, such as the independent chair or chair of one of the Board committees, are made available to participate in these discussions. We believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability. Management provides written and oral updates on the discussions with shareholders to the Board, which considers shareholder perspectives, as well as the interests of all stakeholders, when overseeing company strategy, formulating governance practices and designing compensation programs. In 2023, we had many conversations with our shareholders and proxy advisory firms to discuss our strategy and leadership changes.

In addition to our year-round engagement, in 2023 and early 2024, we proactively extended an invitation to our top 25 shareholders (holding in aggregate approximately 57% of our outstanding shares) to meet and we had discussions with those who accepted our invitation. We also spoke with shareholders who reached out to us. This year we covered a variety of topics, with a primary focus on the actions we have taken in response to shareholder feedback over the past year, as well as our director composition, contemplated changes to our executive compensation plans, corporate governance and our ESG disclosure, programs and priorities.

Key Actions Taken in the Past Year Considering Shareholder Feedback

Strategic Review:

 

   

Continued to refine overall business strategy.

   

Began executing on our Operational Excellence Program to deliver $750 million in annual savings by end of fiscal 2025.

   

Divested certain non-core assets, including the sale of our eOne film and television business to Lionsgate.

Governance Changes:

 

   

Reduced the size of our Board to 11, ahead of our committed timetable.

   

Two longer-tenured directors, Kenneth Bronfin and Ted Philip, retired from the Board in May 2023.

   

In March 2024, we announced further refreshment of our Board with the addition of Frank Gibeau, Darin Harris, and Owen Mahoney, three individuals with significant executive and relevant operational leadership experience and expertise.

   

In March 2024, we also announced that Michael Burns, Tracy Leinbach and Linda Zecher Higgins, will retire from the Board at the Annual Meeting and will not stand for re-election.

Compensation Changes:

 

   

In 2023, we amended our short-term incentive plan performance metrics to remove free cash flow and add metrics relating to our transformation efforts.

   

In 2023, we also amended our long-term incentive plan performance metrics to remove revenue as a metric, thereby eliminating the potential for overlapping metrics with our short-term plan, and added a metric to the plan based on the Company’s TSR performance compared to the S&P 500 TSR performance over the performance period.

 

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ESG Updates:

 

   

Reported that our Science Based Targets for 2030 and 2050 have been validated.

   

Reviewed key updates to our ESG progress report, which was released in 2023.

Disclosure Changes:

 

   

Disclosed tabletop and digital gaming revenues separately for Wizards of the Coast and Digital Gaming Segment.

   

Refreshed our list of franchise brands commencing in the first quarter of 2023.

   

Separately disclosed brands with revenue of $1 billion or greater, currently MAGIC: THE GATHERING.

 

Driving ESG Performance

Overview

At Hasbro, we believe strong ESG performance drives long-term value creation for our business and stakeholders.

 

 

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The following discusses ESG governance and our ESG focus areas and priorities.

Governance

ESG governance starts with our Board, with specific oversight by our Nominating, Governance and Social Responsibility Committee of the Board (“Governance Committee”). ESG topics, such as climate and environment, human rights and diversity, equity and inclusion (“DE&I”), are regular agenda items at Governance Committee meetings. The Governance Committee analyzes these issues and makes recommendations to the full Board. In addition, the Audit Committee of our Board oversees Securities and Exchange Commission (“SEC”) and public disclosures in specific areas like conflict minerals, climate and sustainability, and enterprise risk. Through our Compensation Committee, the Board considers ESG performance and priorities when determining performance and compensation for our senior executives. The full Board receives regular updates regarding our ESG progress.

In addition to Board-level governance, our CEO and the Executive Leadership Team (“ELT”) regularly review our ESG performance, progress and opportunities. Our ESG Committee, comprised of our ELT and members of our global corporate sustainability team, meets several times a year to ensure rigorous management oversight of the Company’s ESG strategy, impact and performance. The ESG Committee sets the direction for our global ESG strategy and ensures the integration of ESG throughout the organization and supply chain.

 

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Building on Our Progress and Reaching New Heights

ESG at Hasbro is the framework for translating our Company’s purpose into action – getting from “why” we exist to “how” we deliver sustainable, long-term value for our Company and stakeholders. We integrate ESG across our business and are proud of our strategic initiatives that are intended to further our purpose and make a positive impact for our employees, consumers, investors, and planet.

 

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ESG Strategic Priorities

 

 

Climate and Sustainability. We recognize the impact our business can have on the environment and are working to reduce our overall footprint. We view sustainability challenges as opportunities to innovate and continuously improve our product design and operational efficiencies. We believe the long-term viability of our operations and our supply chain, and the potential for environmental improvements, are important components to our business success.

Carbon Reduction:

 

   

In 2023, the Science-Based Targets Initiative (“SBTi”) validated our greenhouse gas emission (“GHG”) reductions target to reduce Scope 1 and Scope 2 emissions by 47.5% and to reduce Scope 3 emissions by 42% by 2030. The SBTI also validated our net-zero science-based target which is to reduce absolute Scope 1, 2 and 3 GHG emissions by 90% by 2050 from a 2020 base year.

 

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We continue to invest in renewable electricity. To address the carbon footprint associated with electricity consumption of our owned and operated facilities, Hasbro purchases Renewable Energy Certificates (“RECs”), each of which represent one megawatt hour (“MWh”) of renewable energy generated on the same grid as our electricity consumption. We purchase RECs to cover virtually 100% of the electricity consumed in each market where available.

 

   

We continue our industry-first toy recycling program in partnership with TerraCycle, a leader in product recycling outside of municipal recycling. In 2023, we took steps to optimize the program by focusing on five countries with higher participation, resulting in increased recycling rates and more than double the amount of recycled toys compared to 2022.

Climate Risk and Resilience:

 

   

We continue to work to integrate the Task Force on Climate-related Financial Disclosures (“TCFD”) framework into our overall enterprise risk management (“ERM”) process.

 

 

Human Rights and Ethical Sourcing. Our Human Rights and Ethical Sourcing program launched over 30 years ago and is dedicated to ensuring that facilities involved in the production of our toys, games, and licensed consumer products, comply with Hasbro’s Global Business Ethics Principles. The program is designed to ensure fair and safe working conditions; fairness, dignity and respect for workers; and robust supplier engagement to ensure strong safety, health and environmental performance. While working on these issues with partners, suppliers, third-party factories and licensees is complex, we remain vigilant in our commitment to ensure workers in our supply chain are treated in accordance with our high ethical standards and applicable laws.

 

 

Human Capital Management and Culture. Our key human capital management objectives for our direct workforce are to attract, develop and retain diverse talent. The experience, dedication and diverse backgrounds of our employees are at the heart of our success, energizing everything we do, from developing innovative products to creating immersive game, consumer products and entertainment experiences. Our teams are inspired by our purpose of creating joy and community for all people around the world. Our inclusive culture sets us up to deliver excellence, build impactful brands and expand our leadership in play, entertainment and beyond. As our organization continues to evolve, we remain steadfast in our ambition to provide a supportive and inclusive community where everyone can show up authentically as themselves and deliver their best work.

 

     

Diversity, Equity and Inclusion. We believe that the more inclusive we are as a company, the more effective our employees will be and the stronger our business will perform. Hasbro views DE&I as a strategic ESG priority that is linked to the future success of our business and the growth of our brands. We want our work to move beyond traditional gender and demographic stereotypes and to celebrate people of all backgrounds and lived experiences. We know this work begins with our people, and we work diligently to foster an inclusive culture with a diverse workforce that reflects the consumers and communities we serve globally. For our U.S. workforce, we disclose our diversity by job type, based on the EEO-1 filing, which is available on our CSR website.

 

     

Compensation, Health, Safety & Well-being of Employees. Employee attraction, development, motivation and retention has long been a key Hasbro priority. We recognize and reward our employees with a total rewards package that includes competitive base pay, equity compensation (for certain levels), annual incentives, product discounts and other comprehensive benefits, including wellness programs that help people integrate work and life commitments. Competitive compensation is the cornerstone of our total rewards program. We regularly review salary ratios for men and women in similar roles to help maintain internal equity and market competitiveness across the globe. We review both industry and local market data at least annually to identify trends and market gaps to maintain the competitiveness of our compensation and employee benefit programs. When conducting our global compensation reviews, we analyze salary information by a variety of factors, including gender globally and ethnicity in the United States. When designing our compensation and employee benefit programs, we also look beyond the fundamentals of these important components and consider the bigger picture of how these programs contribute to the overall employee experience.

 

     

Employee Engagement. At Hasbro, we support a number of Employee Resource Groups (“ERGs”). These groups reflect our diverse employee population and provide dynamic opportunities for employee engagement. Our ERGs give voice to member concerns, create opportunities for networking and leadership skills development, support employee recruitment and retention efforts and celebrate ethnic and cultural themes important to our global team. In addition to our ERGs, we established a Business Resource Group (“BRG”), which provides a

 

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channel for the employees to provide the business with input, guidance and perspective on strategic brand development and marketing initiatives early in the creation process related to race, ethnicity, gender identity, sexual orientation, veteran status and ability.

 

     

Training and Talent Development. We are committed to the continued development of our people. Strategic talent assessments and succession planning occur on a planned cadence biannually – globally and across all business areas. The CEO and Chief People Officer convene meetings with senior company leadership and the Board to review the full talent pipeline with a focus on our top company talent. We provide opportunities for our employees to grow their careers through annual goal setting and quarterly conversations. We invest in developing our employees by providing blended learning opportunities and in-house trainings and by offering third-party programs, including specialized trainings and broader academic pursuits.

 

     

Philanthropy and Social Impact. Giving back to our local and global communities is core to our heritage and our culture. We support our team members in giving back through our volunteer program which grants employees four hours paid time off per month to volunteer. In addition, throughout the year, our Philanthropy and Social Impact team organizes team-building, and skills-based volunteer projects, which provide our employees with the opportunity to make a meaningful difference in their communities around the world. Global Day of Joy is Hasbro’s annual, company-wide day of service and has become a cherished tradition. Global Day of Joy takes place every December, and employees from each Hasbro office participate in service projects to benefit a variety of organizations. In 2023, approximately 80% of eligible employees around the world completed more than 350 service projects.

 

     

Incentive Compensation. We also drive performance across our strategic ESG priority areas through incentives and executive compensation. Our executives performance against ESG objectives is considered when determining whether to modify awards under our annual incentive plan, which is designed to embed ESG into our business strategy and reward meaningful progress against our ESG goals, including specifically diversity, equity and inclusion.

For a further discussion of our ESG efforts and goals, please see Part I, Item 1, Business, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, under the headings “Environment, Social and Governance Performance” and “Human Capital Management”. You may also review our ESG progress report and updates contained on our website at https://csr.hasbro.com/en-us/news. The contents of our website are not incorporated by reference into this Proxy Statement.

 

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Executive Compensation Matters

Proposal 2 — Advisory Vote on Compensation of Named Executive Officers

 

Our Board of Directors recommends that shareholders vote, on an advisory basis, to approve the compensation paid to our named executive officers (“NEOs”) as described in this Proxy Statement. Our compensation programs embody a pay-for-performance philosophy that supports our business strategy and closely aligns executive interests with those of our shareholders. Our shareholders supported our Say-on-Pay votes in the last three years, with favorable votes from 91.4%, 88.0% and 81.3% of the shares voted at the 2023, 2022 and 2021 Annual Meetings, respectively. Our average favorable approval of our Say-on-Pay votes over the past five years has been 90.4%. Highlights of our compensation programs for 2023 and our compensation best practices follow. Detailed information about this proposal can be found below under the heading “Shareholder Advisory Vote on Compensation for Named Executive Officers (Proposal 2)” and “Compensation Discussion and Analysis”.

 

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2023 Executive Compensation Program Elements

Type of Annual Cash Compensation

Base Salary

  

•  Fixed compensation

•  Set at a market competitive level, in light of individual experience and performance

Annual

Incentive Awards

  

•  Performance-based

•  Tied to company, business area and individual achievement against stated annual financial and strategic goals

•  Aligns management behavior with maximizing shareholder value

•  Performance measures evaluated

-  Total Net Revenues

-  Operating Profit Margin

-  Operational Excellence Program - Cost Savings and Efficiency Enhancements

•  Individual Performance Adjustment: Designed to enable us to reward for strategic and operating performance not captured by the financial metrics listed by allowing the Committee to adjust the payouts up or down based on individual performance

In 2024, we updated the metrics to replace Operating Profit Margin with Operating Profit Dollars

 

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2023 Executive Compensation Program Elements

Type of Long-Term Incentive Compensation

Performance Share Awards

  

•  Represented 50% of annual target equity award value for our NEOs, excluding new hire awards

•  Earned based on challenging long-term three-year goals requiring sustained strong operating performance

•  Tied to achievement of EPS and Return on Invested Capital (ROIC) targets over a 3-year performance period

•  Adjusted +/- 25% by a TSR Modifier compared to the S&P 500

In 2024, we have updated these metrics by removing the Return on Invested Capital metric and weighted the EPS metric 100% with the same relative TSR modifier

Stock Options

  

•  Represented 25% of annual target equity award value for our NEOs, excluding new hire awards

•  7-year term

•  Vest in three equal annual installments over the first three anniversaries of the grant date

In 2024, stock options will no longer be part of the long-term incentive compensation mix

Restricted

Stock Units

  

•  Represented 25% of annual target equity award value for CEO and the other NEOs, excluding new hire awards

•  Vest in three equal annual installments over the first three anniversaries of the grant date

In 2024, restricted stock units will make up 50% of annual target equity award value for CEO and other NEOs

 

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Our Auditors

Proposal 3 — Ratification of Independent Registered Public Accounting Firm

You are being asked to vote to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal 2024. Detailed information about this proposal can be found below under the heading “Ratification of Independent Registered Public Accounting Firm (Proposal 3).”

 

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Our Stock Incentive Plan

Proposal 4 — Approval of Amendments to our Restated 2003 Stock Incentive Performance Plan

You are being asked to approve amendments to our Restated 2003 Stock Incentive Performance Plan, as amended (the “2003 Plan”) to increase the authorized shares available for issuance under the plan and remove the sublimit restricting the number of full value shares that may be issued, as stock options are not anticipated to be a significant part of the long-term incentive compensation mix going forward. As we continue to evolve our business strategy, we need the ability to grant appropriate and competitive incentives to attract, motivate and retain key personnel and reward those who contribute to the success and performance of our business. We provide variable performance-based compensation that aligns the interests of those persons with shareholders while appropriately rewarding those persons for contributing to our success and the delivery of strong performance.

We are requesting shareholders to approve an increase in the shares available for issuance under the 2003 Plan by 1,100,000 shares and to remove the sublimit restricting the number of full value shares that may be issued under the 2003 Plan. Detailed information about this proposal can be found under the heading “Proposal to Approve Amendments to the Restated 2003 Stock Incentive Performance Plan (Proposal 4).”

 

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Election of Directors (Proposal 1)

 

 

The Board of Directors unanimously recommends a vote “FOR ALL” of the following
Board nominees at the 2024 Annual Meeting:

 

Hope F. Cochran, Christian P. Cocks, Lisa Gersh, Frank D. Gibeau, Elizabeth Hamren,
Darin S. Harris, Blake J. Jorgensen, Owen Mahoney, Laurel J. Richie, Richard S.
Stoddart and Mary Beth West.

As previously announced, Michael Burns, Tracy Leinbach and Linda Zecher Higgins, directors since 2014, 2008, and 2014, respectively, are retiring from the Board and will not be standing for re-election at the Meeting. Accordingly, at the Annual Meeting, the Board will be reduced from fourteen (14) to eleven (11) members, and you will be asked to elect eleven (11) directors at the Annual Meeting. All of the directors elected at the Annual Meeting will serve until the 2025 Annual Meeting of Shareholders (the “2025 Meeting”), and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Shareholders cannot vote “FOR” more than eleven (11) directors at the Annual Meeting.

Based upon the Company’s criteria for nominations of directors to the Board and the unanimous recommendation of the Nominating, Governance and Social Responsibility Committee, the Board unanimously determined to nominate Hope F. Cochran, Christian P. Cocks, Lisa Gersh, Frank D. Gibeau, Elizabeth Hamren, Darin S. Harris, Blake J. Jorgensen, Owen Mahoney, Laurel J. Richie, Richard S. Stoddart and Mary Beth West for election by shareholders to serve until the 2025 Annual Meeting. Each nominee has consented to being named in the proxy statement and serving as a director if elected.

Under Article II, Section 2.6 of Hasbro’s Second Amended and Restated By-laws (“By-Laws”), the affirmative vote of a majority of votes cast with respect to each director nominee will be required for the nominee to be elected. A majority of votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee. Abstentions will not be counted as votes cast either for or against the nominees.

If you submit a validly executed proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR ALL” the eleven (11) nominees proposed by your Board and named in this proxy statement. Should any of the Board’s nominees be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies named on the proxy card may vote for a replacement nominee recommended by the Board of Directors, or the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected.

Election of Board Nominees

In considering candidates for election to the Board, the Nominating, Governance and Social Responsibility Committee and the Board consider a number of factors, including:

 

 

employment, experience and overall qualifications;

 

 

skills, expertise and involvement in areas that are of importance to the Company’s business;

 

 

gender, diversity and other attributes;

 

 

the Board’s and the Company’s needs at that time;

 

 

business ethics and professional reputation;

 

 

other board service;

 

 

business, financial and strategic judgment; and

 

 

the desire to have a well-balanced Board that represents a diverse mix of backgrounds, perspectives and expertise.

Each of the Board nominees for election to the Board at the Annual Meeting has served in senior positions at complex organizations and has demonstrated a successful track record of strategic, business and financial planning,

 

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execution and operating skills in these positions. In addition, each of the Board nominees has proven experience in management and leadership development and an understanding of operating and corporate governance issues for a large multinational company.

The following highlights certain skills, experience and characteristics possessed by the Board nominees for election to the Board and explains what we mean when referring to experience. Further information on each nominee’s qualifications is provided below in the individual biographies. In addition to the skills listed below, our nominees for election as directors each have experience with oversight of risk management, as described below under “Role of the Board in Risk Oversight.”

 

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Board Diversity Matrix as of April 3, 2024

As mentioned above, diversity is one of the factors considered by the Nominating, Governance and Social Responsibility Committee in identifying nominees for director. It does not, however, have a formal policy in this regard. The Nominating, Governance and Social Responsibility Committee views diversity broadly to include diversity of experience, skills and viewpoint, as well as diversity of gender, race and ethnicity. The Nominating, Governance and Social Responsibility Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating, Governance and Social Responsibility Committee believes that the backgrounds and qualifications of the directors considered as a whole should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities. Generally, directors should be individuals who have succeeded in their particular fields and who demonstrate integrity, reliability and extensive knowledge of corporate affairs. The Nominating, Governance and Social Responsibility Committee also considers other relevant factors as it deems appropriate, including the current composition of the Board.

More specifically, the following chart lists the self-identified diverse attributes of our director nominees.

 

Total Number of Directors    11  

Gender

   Male      Female      Non-Binary      Gender Undisclosed  

Number of directors based on gender identity

     6        5        0        0  

African American or Black

     0        2        0        0  

Alaskan Native or American Indian

     0        0        0        0  

Asian

     0        0        0        0  

Hispanic or Latinx

     0        0        0        0  

Native Hawaiian or Pacific Islander

     0        0        0        0  

White

     5        3        0        0  

Two or More Races or Ethnicities

     0        0        0        0  

LGBTQ+

     0        0        0        0  

Undisclosed

     1        0        0        0  

 

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Nominees for Election as Directors

The following sets forth certain biographical information regarding each of the Board’s director nominees as of April 3, 2024, as well as particular experience, qualifications, attributes or skills (beyond those indicated in the preceding charts), which led the Company’s Board to conclude that the nominee should serve as a director of the Company. Except as otherwise indicated, each person has had the same principal occupation or employment during the past five years.

 

 

 

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Hope F. Cochran

 

Age: 52

 

Director Since: 2016

 

Committees:

•  Audit

•  Cybersecurity and Data Privacy

•  Finance and Capital Allocation (Chair)

 

 

 

 

  

EXPERIENCE

Hope F. Cochran is a Managing Director at Madrona Venture Group, a technology-focused venture capital group. Prior to joining Madrona in January 2017, Ms. Cochran was the Chief Financial Officer of King Digital Entertainment, the creator of Candy Crush and other successful mobile games, from 2013 to 2016, where she helped drive the company’s employee and revenue growth, guided the Company’s IPO and successfully completed a $5.9 billion acquisition by Activision. From 2005 to 2013, Ms. Cochran was a financial executive at Clearwire, Inc., serving as Chief Financial Officer from 2011 to 2013.

 

   

QUALIFICATIONS

•  Extensive experience spanning more than 20 years as a senior financial executive in the digital gaming, technology, telecom and venture capital industries.

•  Significant knowledge of development of digital content businesses.

•  International business expertise in managing global teams, and talent in managing, growing and overseeing global businesses.

•  Substantial experience as a chief financial officer and overseeing financial and accounting issues for public companies.

 

   

OTHER CURRENT PUBLIC COMPANY BOARDS

•  MongoDB, Inc.

-  Audit Committee Chair

•  New Relic, Inc.

-  Audit Committee

-  Lead Independent Director

 

   

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

None

 

   

 

    

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Christian P. Cocks

 

Age: 50

 

Director Since: 2022

 

Committees:

•  None

 

 

EXPERIENCE

Chris Cocks has served Chief Executive Officer of Hasbro since February 2022. Prior to that, he served as President and Chief Operating Officer of Wizards of the Coast and Digital Gaming since 2021 and prior to that served as President of Wizards of the Coast since 2016, when he joined Hasbro from Microsoft. During his 14 years at Microsoft, Mr. Cocks led a global sales and technical engagement team as Vice President, OEM Technical Sales and served in product management and marketing leadership positions at MSN and Xbox Games, where he worked on hit franchises like HALO and FABLE.

 

 

QUALIFICATIONS

•  Highly strategic leader, who understands how to create and nurture brands to drive fan and consumer connection across channels.

•  Ability to channel gaming, product and storytelling passion into consumer experiences — across gaming, consumer products and entertainment.

•  Under his executive leadership as President and CEO of Wizards of the Coast, doubled global revenue in under five years, surpassing $1 billion in 2021.

•  Unique vision, skill and experience in tabletop and digital gaming, combined with extensive omni-channel experience and proven track record; responsible for vision behind Baldur’s Gate 3, a DUNGEONS & DRAGONS-based role playing game released in 2023 that has received multiple awards, including game of the year at the 10th Annual Game Awards.

 

 

OTHER CURRENT PUBLIC COMPANY BOARDS

None

 

 

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

None

 

 

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Lisa Gersh

 

Age: 65

 

Director Since: 2010

 

Committees:

•  Compensation (Chair)

•  Nominating, Governance and Social Responsibility

 

 

 

 

  

 

EXPERIENCE

Lisa Gersh is an outside advisor to companies investing in the media space. She previously served as the Chief Executive Officer of Alexander Wang (a global fashion brand) from October 2017 to October 2018. Ms. Gersh served as the Chief Executive Officer of Goop, Inc. (a lifestyle publication curated by Gwyneth Paltrow) from 2014 to 2016, and President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. (an integrated media and merchandising company) from 2012 to 2013. Prior to that, she served as President and Chief Operating Officer of Martha Stewart Living Omnimedia, Inc. from 2011 to 2012, and a director of Martha Stewart Living Omnimedia, Inc. from 2011 to 2013.

 

   

QUALIFICATIONS

•  Extensive experience in the media, branded products and entertainment industries, including television, digital entertainment and publishing.

•  Operating and executive positions with multiple leading media and brand-driven companies, including as Chief Executive Officer of Alexander Wang, Chief Executive Officer of Goop, Inc., President and Chief Executive Officer of Martha Stewart Living Omnimedia and President and co-founder of Oxygen Media.

•  Expertise in business and strategic planning, in media, retail, brand-driven and entertainment industries, including the cable television and digital industries.

•  Skilled and highly knowledgeable in marketing and branding, media trends and in building global brand-driven businesses.

 

   

OTHER CURRENT PUBLIC COMPANY BOARDS

•  MoneyLion Inc.

-  Nominating and Governance Committee Chair

-  Compensation Committee

 

   

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

•  Establishment Labs Holdings Inc.

 

   

  

 

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Frank D. Gibeau

 

Age: 55

 

Director Since: 2024

 

Committees:

•  Cybersecurity and Data Privacy

•  Finance and Capital Allocation

 

 

EXPERIENCE

Frank D. Gibeau has served as President of Zynga, a wholly-owned publishing and development label of Take-Two Interactive Software, Inc. since May 2022, He joined Zynga as CEO in March 2016 and is a mobile, PC, and console gaming industry expert with 30 years of experience in interactive entertainment. As Zynga’s CEO, Gibeau led the company’s turnaround and transition to rapid growth, in large part, due to optimizing live services and fortifying the company’s portfolio of popular franchises, including Toon Blast, Empires and Puzzles, CSR Racing, Words With Friends, and Zynga Poker. Prior to joining Zynga in 2016, Mr. Gibeau spent more than two decades at Electronic Arts where he held several influential business and product leadership roles. Most recently, he served as the Executive Vice President of EA Mobile, where he led strategy, product development, and publishing for the company’s fast-growing mobile games business.

 

QUALIFICATIONS

•  Executive leadership in digital gaming.

•  Significant turnaround experience.

•  Extensive leadership experience in a public company.

•  Extensive public accounting, finance, and internal control experience.

•  Deep knowledge of corporate strategy, product development and brand building.

 

 

OTHER CURRENT PUBLIC COMPANY BOARDS

•  Yeti Holdings Inc.

-  Audit Committee

-  Compensation Committee

 

 

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

•  Zynga

 

 

 

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Elizabeth Hamren

 

Age: 52

 

Director Since: 2022

 

Committees:

•  Compensation

•  Cybersecurity and Data Privacy

 

 

  

EXPERIENCE

Elizabeth Hamren has served as Chief Executive Officer of Ring, Inc., an Amazon smart doorbell and home security company, since March 2023. Prior to that she served as Chief Operating Officer at Discord Inc., a voice, video and text communication service that enables people to gather virtually, including while gaming, since from 2021 to March 2023. Prior to joining Discord, Ms. Hamren served as a Corporate Vice President at Microsoft Corporation from March 2017 to December 2021 running product and engineering for Xbox consumer products, including developing and launching the Xbox Series X|S and leading Xbox Game Pass. Prior to that, from August 2015 to March 2017, she led Global Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook, Inc.), where she launched the industry-defining Oculus Rift virtual reality headset. Ms. Hamren holds a BSE in Civil Engineering and Operations Research from Princeton University, and an M.B.A. from Harvard Business School.

 

   

QUALIFICATIONS

•  Extensive management experience at world-class companies, including leading digital companies.

•  Extensive background in engineering, product management, marketing and operations for subscription-based technology products and gaming companies.

•  Expert in consumer tech products, including leading product and engineering for Xbox consumer products and services, including the flagship Xbox Game Pass subscription service, Xbox hardware and platform software, and PC experiences.

•  Proven track record in leading companies to growth in user base, including direct experience launching and scaling some of the most popular consumer technology and subscription-based services in the world.

 

   

OTHER CURRENT PUBLIC COMPANY BOARDS

•  LegalZoom.com, Inc.

 

   

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

None

   
    

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Darin S. Harris

 

Age: 55

 

Director Since: 2024

 

Committees:

•  Audit

•  Nominating, Governance and Social Responsibility

 

 

EXPERIENCE

Darin S. Harris has served as Chief Executive Officer of Jack in the Box Inc. since June 2020. He was previously chief executive officer of North America for flexible working company, IWG PLC, Regus, North America, from April 2018 to May 2020. Prior to that, from August 2013 to January 2018, Mr. Harris served as Chief Executive Officer of CiCi’s Enterprises LP. Mr. Harris also previously served as Chief Operating Officer for Primrose Schools from October 2008 to July 2013. He previously held franchise leadership roles as Senior Vice President at Arby’s Restaurant Group, Inc, from June 2005 to October 2008 and Vice President, Franchise and Corporate Development at Captain D’s Seafood, Inc., from May 2000 to January 2004. He was also a prior franchise operator of multiple Papa John’s Pizza and Qdoba Mexican Grill restaurants from November 2002 to June 2005.

 

 

QUALIFICATIONS

•  Strong executive leadership skill and experience growing businesses to create sustainable shareholder value.

•  Significant experience in brand strategy, operations, franchising, sales and business development.

•  Extensive senior leadership experience in both public and private companies, including strategy and business transformation.

•  Deep knowledge of consumer preferences that translate into increased business lifetime value.

 

 

OTHER CURRENT PUBLIC COMPANY BOARDS

•  Jack in the Box Inc.

 

 

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

None

 

 

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Blake J. Jorgensen

 

Age: 64

 

Director Since: 2022

 

Committees:

•  Audit (Chair)

•  Finance and Capital Allocation

 

    

EXPERIENCE

Blake J. Jorgensen is the former Executive Vice President and Chief Financial Officer of, PayPal Holdings Inc., which he joined in 2022. Prior to that, he spent a decade as Chief Financial Officer and Chief Operating Officer of Electronic Arts Inc. (“EA”), where helped to drive the transformation of the company. Mr. Jorgensen has over 20 years of experience in finance across various industries with a deep understanding of finance, consumer products, technology and gaming. Prior to joining EA, Mr. Jorgensen served as Executive Vice President and Chief Financial Officer of Levi Strauss & Co. from July 2009 to August 2012 and was Executive Vice President and Chief Financial Officer of Yahoo! Inc. from June 2007 to June 2009. Before joining Yahoo! Inc., Mr. Jorgensen also served as the Chief Operating Officer and Co-Director of Investment Banking at Thomas Weisel Partners, which he co-founded in 1998. He has also held financial and operational positions at Montgomery Securities, MAC Group/Gemini Consulting and Marakon Associates. Mr. Jorgensen earned his M.B.A. from Harvard Business School and his undergraduate degree from Stanford University.

 

   

QUALIFICATIONS

•  Significant experience as a senior executive at a leading digital gaming company.

•  Deep experience across finance, operations, consumer products, technology and gaming.

•  Expertise in capital allocation as a C-suite executive at multiple public companies, completing multiple significant M&A transactions throughout his career.

•  Consistent track record of driving growth and shareholder returns.

•  Demonstrated change agent leading a shift in revenue mix from legacy format to next generation interactivity in a leading digital gaming company.

 

   

OTHER CURRENT PUBLIC COMPANY BOARDS

None

 

   

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

None

 

   
    

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Owen Mahoney

 

Age: 57

 

Director Since: 2024

 

Committees:

•  Audit

•  Finance and Capital Allocation

 

 

EXPERIENCE

Owen Mahoney served as President and Chief Executive Officer of Nexon Co. Ltd. from March 2014 until his retirement in March 2024. He joined Nexon in 2010 and served as Chief Financial Officer and Chief Administrative Officer until 2014, responsible for managing the Company’s finances, global operations, investments and strategic alliances. Previously, Mr. Mahoney was Senior Vice President of Corporate Development at Electronic Arts from 2000 to 2009, where he was responsible for worldwide mergers and acquisitions and business development, and led all acquisitions and equity investments. Prior to that, Mr. Mahoney held executive positions at online and software companies in the U.S. and Asia, including PointCast, Claris Japan and Radius.

 

 

QUALIFICATIONS

•  Experience executive leadership.

•  Expertise in digital gaming and technology and the operation of online games.

•  Extensive experience in finance, global operations, investments, and strategic alliances.

•  Extensive leadership experience in business development.

•  Significant knowledge of artificial intelligence and machine learning as it relates to games and entertainment.

 

 

OTHER CURRENT PUBLIC COMPANY BOARDS

•  Nexon Co. Ltd (listed on the Tokyo Stock Exchange)

 

 

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

None

 

 

 

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Laurel J. Richie

 

Age: 65

 

Director Since: 2020

 

Committees:

•  Compensation

•  Nominating, Governance and Social Responsibility

 

    

EXPERIENCE

Laurel J. Richie has been an independent leadership and branding consultant since 2015. Prior to her current role, Ms. Richie served as President of the Women’s National Basketball Association LLC (“WNBA”) from May 2011 to November 2015. Prior to her appointment as President of the WBNA in 2011, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. From 1984 to 2008, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency’s Diversity Advisory Board. Ms. Richie is a former Trustee of the Naismith Basketball Hall of Fame and the Dartmouth College Board of Trustees where she served as chair from 2017-2021. She currently serves as a consultant to Fortune 100 c-suite executives on matters of personal leadership and corporate culture.

 

 

QUALIFICATIONS

•  Significant executive management and leadership experience, together with strategic and operational expertise.

•  Extensive experience and skills in global marketing and brand-management skills.

•  Deep experience in developing corporate culture.

•  Leader in creating and supporting diverse and inclusive teams.

 

 

OTHER CURRENT PUBLIC COMPANY BOARDS

•  Bright Horizons Family Solutions Inc.

-  Audit Committee

-  Nominating and Corporate Governance Committee Chair

•  Synchrony Financial

-  Nominating and Corporate Governance Committee

-  Management Development and Compensation Committee Chair

 

 

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

None

 
 
    

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Richard S. Stoddart

 

Age: 61

 

Director Since: 2014

 

Chair Since: 2022

 

Committees:

•  Compensation

•  Nominating, Governance and Social Responsibility

 

   

EXPERIENCE

Richard S. Stoddart has served as Hasbro’s Chair of the Board since February 2022. Prior to that, he served as Hasbro’s interim Chief Executive Officer from October 2021 to February 2022, following the passing of the Company’s former Chairman and CEO, Brian Goldner. Mr. Stoddart is the former President and Chief Executive Officer of InnerWorkings, Inc. (a global marketing execution firm), serving in that role from 2018 until 2020 when Innerworkings, Inc. was acquired. Mr. Stoddart was the Chief Executive Officer of Leo Burnett Worldwide from February 2017 to 2018, the Chief Executive Officer of Leo Burnett North America from 2013 to 2016 and the President of Leo Burnett North America from 2005 to 2013.

 

   

QUALIFICATIONS

•  Extensive experience in the advertising, marketing and communications industries, including in television, digital, social media, point-of-sale, packaging and print, and in building global brands and businesses.

•  As the former Chief Executive Officer of InnerWorkings, the largest global marketing execution company, Mr. Stoddart became recognized for his strategic and commercial leadership of the company, investor and analyst communications, and financial stewardship as well as his expertise in all facets of marketing execution and marketing supply chain management.

•  In his prior role as Chief Executive Officer of one of the world’s largest advertising agencies, Mr. Stoddart was recognized for his leadership in the development and integration of shopper, digital, social and mobile capabilities as part of a company’s overall marketing and brand strategy.

•  Possesses knowledge, expertise and experience regarding branding and brand building, marketing and marketing strategy across media platforms, including in traditional advertising, digital advertising and social media; expertise in media planning, launching branded content and products; expertise in marketing production, logistics and execution; and expertise in media trends and strategic planning for businesses building content-driven brands.

 

   

OTHER CURRENT PUBLIC COMPANY BOARDS

•  Selina

-  Audit Committee

-  Human Capital Management & Compensation Committee

-  Nominating & Corporate Governance Committee

 

   

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

•  Innerworkings, Inc.

 

 

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Mary Beth West

 

Age: 61

 

Director Since: 2016

 

Committees:

•  Finance and Capital Allocation

•  Nominating, Governance and Social Responsibility (Chair)

 

    

EXPERIENCE

Mary Beth West served as Senior Vice President, Chief Growth Officer of The Hershey Company from May 2017 until January 2020. Ms. West served as Executive Vice President, Chief Customer & Marketing Officer of J.C. Penney Company from 2015 through March 2017. From 2012 to 2014 she was the Executive Vice President, Chief Category & Marketing Officer for Mondelez International, Inc. Prior thereto, from 1986 to 2012, she served in various financial roles of increasing responsibility and culminating in her role as the Chief Marketing Officer for Kraft Foods, Inc.

 

   

QUALIFICATIONS

•  Extensive experience and expertise in marketing, brand building, managing global franchises, understanding and applying consumer insights, and developing compelling retail and sales experiences.

•  Possesses expertise in strategic and operational planning and execution, skill in managing global teams and a proven track record in delivering top tier consumer experiences and in building global brands.

•  Significant experience in developing growth strategies for complex consumer brand organizations, through use of insights, analytics, marketing, innovation, and research and development.

•  Deep experience in growing some of the world’s best known consumer brands through creative consumer engagement.

•  Extensive P&L management experience leading business up to $3 billion in revenue.

 

   

OTHER CURRENT PUBLIC COMPANY BOARDS

•  Albertsons Companies

-  Compensation Committee

-  Nominating, Governance and ESG Committee

•  Lowes Companies Inc.

-  Audit Committee

-  Sustainability Committee

 

   

FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS

None

   
 

 

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Board Committees

Our Board of Directors has five standing committees:

 

 

Audit

 

Compensation

 

Cybersecurity and Data Privacy

 

Finance and Capital Allocation

 

Nominating, Governance and Social Responsibility

The members of each of our required committees, namely Audit, Compensation and Nominating, Governance and Social Responsibility, are all independent directors, as defined by the rules of The NASDAQ Stock Market (“Nasdaq”) and our Standards for Director Independence (“Independence Standards”). Additionally, all members of our Audit Committee meet the additional SEC and Nasdaq independence and experience requirements applicable specifically to audit committee members, and all members of our Compensation Committee satisfy the additional Nasdaq independence requirements specifically applicable to compensation committee members. The Chair of each committee regularly reports to the Board of Directors on committee deliberations and decisions. Each committee’s charter is posted on our website at https://hasbro.gcs-web.com/corporate-governance. The contents of our website are not incorporated by reference into this Proxy Statement.

The principal functions of each committee, together with the committee composition and number of meetings held in 2023, are set forth in the table below. We expect to update our committee composition and chairs effective at our Annual Meeting to reflect the appointment of Frank Gibeau, Darin Harris and Owen Mahoney, and the retirement of Michael Burns, Tracy Leinbach and Linda Zecher Higgins.

 

 Committee   Principal Function   Number
of
Meetings
in 2023
  2023 Committee
Members (as of year end)

Audit

 

•  Directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor.

 

•  Assists the Board in its oversight of:

 

- the integrity of the Company’s financial statements, including management’s conduct of the Company’s financial reporting process, the financial reports provided by the Company, the Company’s systems of internal accounting and financial controls, and the quarterly review and annual independent audit of the Company’s financial statements;

 

- the Company’s compliance with legal and regulatory requirements;

 

- review and understanding of developing public disclosure requirements, such as those in relating to climate change and sustainability and cybersecurity matters;

 

- the independent auditor’s qualifications and independence; and

 

- performance of the Company’s internal audit function and internal auditor.

  11  

Blake J. Jorgensen (Chair)

 

Hope F. Cochran†

 

Tracy A. Leinbach†

 

Linda Zecher Higgins†

 

† The Board determined that this person qualifies as an Audit Committee Financial Expert under applicable SEC rules.

 

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 Committee   Principal Function   Number
of
Meetings
in 2023
  2023 Committee
Members (as of year end)

Compensation

 

•  Responsible for establishing and overseeing the compensation policies, arrangements and plans of the Company with respect to senior management, including all executive officers.

 

•  Oversight of the Company’s incentive compensation and equity-based plans, including authorization to make grants and awards under the Company’s employee stock incentive performance plan.

 

•  Shares responsibility for evaluation of the Company’s Chief Executive Officer with the Nominating, Governance and Social Responsibility Committee.

  6  

Lisa Gersh (Chair)

 

Elizabeth Hamren

 

Laurel J. Richie

 

Richard S. Stoddart

Cybersecurity

and Data Privacy

 

•  Assists the Board in its oversight of the protection of information and assets collected, created, used, processed and/or maintained by or on behalf of the Company, including intellectual property, whether belonging to the Company or the Company’s customers, consumers, employees or business partners, globally.

 

•  Assists the Board in its oversight of the protection of the Company’s customers’, consumers’ and employees’ privacy and personal information.

 

•  Assists the Board in its oversight of the Company’s compliance with applicable global data privacy and security regulations and requirements, and the Company’s other cybersecurity risk management activities, including measures to maintain the availability, integrity and functionality of the Company’s information technology systems, networks and assets, and processes and procedures to prevent, detect and respond to cybersecurity threats or breaches.

  3  

Linda Zecher Higgins (Chair)

 

Hope F. Cochran

 

Elizabeth Hamren

 

Tracy A. Leinbach

Finance and Capital Allocation

 

•  Assists the Board in overseeing the Company’s annual and long-term financial plans, capital structure, capital allocation decisions, use of funds, investments, financial and risk management and proposed significant transactions.

 

•  Reviews short and long term financing plans, including debt and equity financings and use of securitization facilities.

 

•  Reviews capital structure, capital allocation priorities, metrics, hurdle rates and underlying assumptions in capital allocation decisions.

 

•  Reviews use of funds for investments, dividends and share repurchases and acquisitions.

  5  

Hope F. Cochran(Chair)

 

Michael R. Burns

 

Blake J. Jorgensen

 

Tracy A. Leinbach

 

Mary Beth West

 

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 Committee   Principal Function   Number
of
Meetings
in 2023
  2023 Committee
Members (as of year end)

Nominating, Governance and Social Responsibility

 

•  Identifies and evaluates individuals qualified to become Board members and makes recommendations to the full Board on possible additions to the Board and on the director nominees for election at the Company’s annual meeting.

 

•  Oversees and makes recommendations regarding the governance of the Board and its committees.

 

•  Shares responsibility for evaluation of the CEO.

 

•  Periodically reviews and makes recommendations to the full Board with respect to, the compensation paid to non-employee directors for their service on the Company’s Board.

 

•  Oversees the Company’s codes of conduct and ethics.

 

•  Analyzes significant issues of ESG, corporate social responsibility and related corporate conduct, including product safety, environmental sustainability and climate change, human rights and ethical sourcing, gender, diversity and inclusion, human capital management, responsible content and marketing, transparency, public policy matters, community relations and charitable contributions.

 

•  Periodically reviews and assesses the Company’s communications and engagements with shareholders, stakeholders and the general public with respect to its policies and practices in the areas of corporate governance and corporate social responsibility, including the ESG report and other communications contained on the Company’s website, and receives periodic updates from the Company’s sustainability team.

  5  

Mary Beth West (Chair)

 

Michael R. Burns

 

Lisa Gersh

 

Laurel J. Richie

 

Richard S. Stoddart

 

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Role of the Board in Risk Oversight

The Board of Directors is actively involved in risk oversight for the Company. Although the Board as a whole has retained oversight over the Company’s risk assessment and risk management efforts, the efforts of the various committees of the Board are instrumental in this process. Each committee, generally through its Chair, regularly reports back to the full Board on the conduct of the committee’s functions. The Board, as well as the individual Board committees, also regularly speaks directly with key officers and employees of the Company involved in risk assessment and risk management.

Set forth below is a description of the role of the various Board committees, and the full Board, in risk oversight for the Company.

 

 COMMITTEE    RISK OVERSIGHT

Audit

  

•  Assists the Board in risk oversight for the Company by reviewing and discussing with management, internal auditors and the independent auditors the Company’s significant financial and other exposures, and guidelines and policies relating to enterprise risk assessment and risk management, including the Company’s procedures for monitoring and controlling such risks.

•  Oversees, on behalf of the Board, financial reporting, tax, and accounting matters, climate, sustainability, conflict minerals, cybersecurity and other SEC related reporting.

•  Oversees, on the behalf of the Board, the Company’s internal controls over financial reporting.

•  Key role in oversight of the Company’s compliance with legal and regulatory requirements.

Compensation

  

•  Assists the Board in oversight of the compensation programs for the Company’s executive officers.

•  Ensures that the performance goals and metrics being used in the Company’s compensation plans and arrangements align the interests of executives with those of the Company and its shareholders and maximize executive and Company performance, while not creating incentives on the part of executives to take excessive or inappropriate risks.

Cybersecurity and Data Privacy

  

•  Assists the Board in its oversight of the protection of information and assets collected, created, used, processed and/or maintained by or on behalf of the Company.

•  Assists the Board in its oversight of the protection of the Company’s customers’, consumers’, and employees’ privacy and personal information.

•  Assists the Board in its oversight of the Company’s compliance with applicable global data privacy and security regulations and requirements, and the Company’s other cybersecurity risk management activities, including measures to maintain the availability, integrity and functionality of the Company’s information technology systems, networks and assets and processes and procedures to prevent, detect and respond to any threatened or actual breaches. Please see our Form 10-K for a more detailed description of our Board and committee oversight of cybersecurity matters.

Finance and Capital Allocation

  

•  Reviews and discusses with management the Company’s financial risk management activities and strategies, including with respect to foreign currency, credit risk, interest rate exposure and the use of hedging and other techniques to manage these risks.

•  As part of its review of the operating budget and strategic plan, the Finance and Capital Allocation Committee reviews major capital allocation decisions and business risks to the Company and the Company’s efforts to manage those decisions and risks.

 

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 COMMITTEE    RISK OVERSIGHT

Nominating, Governance and Social Responsibility

  

•  Assists the Board in its oversight of the Company’s governance policies and structures, management and director succession planning, ESG, corporate social responsibility, diversity, gender and inclusion, human capital management and issues related to health, safety and the environment and sustainability, as well as risks and efforts to manage risks to the Company in those areas.

Board

  

•  The full Board regularly reviews the efforts of each of its committees and discusses, at the level of the full Board, the key strategic, financial, business, legal and other risks facing the Company, as well as the Company’s efforts to manage those risks.

The Board and its committees receive periodic reports from internal and external advisors on risks to the organization. These reports come from the functional leaders across the organization. The Company’s compliance team, sustainability team (which has oversight of our ESG program) and internal audit team also provide regular reports to our Board and its committees. The internal audit team presents a regular enterprise risk assessment to the Audit Committee, which is shared with the Board. In addition, other areas, such as cybersecurity and privacy risk, are assessed on a regular cadence by third parties who report to the Cybersecurity and Data Privacy Committee. Members of our disclosure committee receive and provide reports on risks identified, and review material risks that could rise to level of public disclosure.

 

Director Compensation

The following table sets forth information concerning compensation of the Company’s directors for fiscal 2023. Mr. Cocks, the Company’s Chief Executive Officer, served on the Board during fiscal 2023. However, Mr. Cocks did not receive any compensation for his Board service in fiscal 2023 while performing duties as an officer of the Company. Mr. Gibeau, Mr. Harris and Mr. Mahoney each joined the Board in March 2024, and did not receive any compensation from the Company in 2023.

 

Name   

Fees

Earned

or Paid in

Cash(a)

    

Stock

Awards

(b)(c)

    

Option

Awards

(b)(c)

    

Change in
Pension
Value and
Non-qualified
Deferred

Compensation
Earnings

  

All Other

Compensation

(d)

     Total(e)  

Michael R. Burns

   $ 120,044      $ 175,000      $ 0      N/A    $ 0      $ 295,044  

Hope F. Cochran

   $ 158,494      $ 175,000      $ 0      N/A    $ 5,000      $ 338,494  

Lisa Gersh

   $ 0      $ 334,885      $ 0      N/A    $ 0      $ 334,885  

Elizabeth Hamren

   $ 122,544      $ 175,000      $ 0      N/A    $ 0      $ 297,544  

Blake J. Jorgensen

   $ 139,944      $ 175,000      $ 0      N/A    $ 0      $ 314,944  

Tracy A. Leinbach

   $ 140,044      $ 175,000      $ 0      N/A    $ 5,000      $ 320,044  

Laurel J. Richie

   $ 122,544      $ 175,000      $ 0      N/A    $ 0      $ 297,544  

Richard S. Stoddart

   $ 262,094      $ 175,000      $ 0      N/A    $ 5,000      $ 442,094  

Mary Beth West

   $ 131,344      $ 175,000      $ 0      N/A    $ 5,000      $ 311,344  

Linda Zecher Higgins

   $ 135,044      $ 175,000      $ 0      N/A    $ 0      $ 310,044  

 

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(a)

Includes amounts which are deferred by directors into the interest account under the Deferred Compensation Plan for Non-Employee Directors, as well as interest earned by directors on existing balances in the interest account. Does not include the amount of cash retainer payments deferred by the director into the stock unit account under the Deferred Compensation Plan for Non-Employee Directors, which amounts are reflected in the Stock Awards column.

 

(b)

Please see note 15 to the financial statements included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2023, for a detailed discussion of the assumptions used in valuing stock and option awards.

 

In addition to reflecting the grant date fair value for stock awards made to the directors (this expense for the director stock award in 2023 was $175,000 per director continuing service on the Board), the stock awards column also includes, to the extent applicable, the (i) amount of cash retainer payments deferred by the director into the stock unit account under the Deferred Compensation Plan for Non-Employee Directors and (ii) a 10% matching contribution which the Company makes to a director’s account under the Deferred Compensation Plan for Non-Employee Directors on all amounts deferred by such director into the Company’s stock unit account under that plan.

 

No options were granted to any of the non-employee directors in 2023.

 

(c)

The non-employee directors who were serving on the Board at that time held the following outstanding stock awards and stock units outstanding under the Deferred Plan as of December 31, 2023.

 

 Name   

Outstanding

Stock Awards

    

Outstanding

Stock Units

 

Michael R. Burns

     0        0  

Hope F. Cochran

     0        0  

Lisa Gersh

     32,187        36,572  

Elizabeth Hamren

     0        0  

Blake J. Jorgensen

     0        0  

Tracy A. Leinbach

     10,369        0  

Laurel J. Richie

     7,553        0  

Richard S. Stoddart

     20,111        15,417  

Mary Beth West

     10,708        0  

Linda Zecher Higgins

     17,635        9,400  

 

The outstanding stock awards consist of the aggregate number of non-employee director stock grants that the director elected to defer the receipt of any such shares until his or her retirement from the Board. To the extent a director did not defer the stock award, it is not included in the table and the shares have already been issued to the director. Each director was given the option, prior to the beginning of the year of grant, to receive the shares subject to the upcoming annual grant either at the time of grant, or to defer receipt of the shares until the person retires from the Board.

 

(d)

All Other Compensation reflects the Company’s matching charitable contribution of up to $5,000 per director per fiscal year. An aggregate of $20,000 was paid by the Company in fiscal 2023 in director matching contributions. All Other Compensation does not include interest and dividend equivalents earned on amounts deferred by directors under the Deferred Plan (defined and described below). These amounts are not required to be disclosed pursuant to SEC rules, as they are reflected in the value of the amounts at the time they are initially deferred and reported in this table. Therefore, such amounts have been excluded.

 

(e)

The total amount provided in previous years included interest and dividend equivalents earned on amounts deferred by directors under the Deferred Plan (defined and described below). As described in footnote (d) above, these amounts are not required to be disclosed pursuant to SEC rules, as they are reflected in the value of the amounts at the time they are initially deferred and reported in this table. Therefore, such amounts have been excluded.

Current Director Compensation Arrangements

In structuring the Company’s director compensation, the Nominating, Governance and Social Responsibility Committee seeks to attract and retain talented directors who will contribute significantly to the Company, fairly compensate directors for their work on behalf of the Company and align the interests of directors with those of shareholders. As part of its review of director compensation, the Nominating, Governance and Social Responsibility Committee reviews external director compensation market studies to assure that director compensation is set at

 

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reasonable levels which are commensurate with those prevailing at other similar companies and that the structure of the Company’s non-employee director compensation programs is effective in attracting and retaining highly qualified directors.

All members of the Board who are not otherwise employed by the Company (“non-employee directors”) receive annual cash retainers for service on the Board and its committees. Below is a summary of the cash retainers for service in 2023.

 

 Annual Retainers    Amount ($)  

Annual Base Board Retainer

   $ 95,000  

Annual Retainers (in addition to Annual Base Board Retainer)

        

•  Chair of Board

   $ 150,000  

•  Chair of Audit Committee

   $ 40,000  

•  Chair of Compensation Committee

   $ 35,000  

•  Chair of Finance and Capital Allocation Committee

   $ 30,000  

•  Chair of Nominating, Governance and Social Responsibility Committee

   $ 20,000  

•  Chair of Cybersecurity and Data Privacy Committee

   $ 20,000  

•  Audit Committee Member (other than Chair)

   $ 20,000  

•  Compensation Committee Member (other than Chair)

   $ 15,000  

•  Finance and Capital Allocation Committee Member (other than Chair)

   $ 12,500  

•  Nominating, Governance and Social Responsibility Committee Member (other than Chair)

   $ 12,500  

•  Cybersecurity and Data Privacy Committee Member (other than Chair)

   $ 12,500  

No meeting fees were paid for attendance at meetings of the full Board or committees.

In May of every year, the Company anticipates issuing to each non-employee director that number of shares of Common Stock which have a set fair market value (based on the fair market value of the Common Stock on the date of grant). In fiscal 2023, the director stock grants had grant date fair market values of $175,000. These shares are immediately vested, but the Board has adopted stock ownership guidelines which mandate that Board members may not sell any shares of the Company’s Common Stock that they hold, including shares obtained as part of this yearly stock grant, until they own shares of Common Stock with an aggregate market value equal to at least $475,000 (which is equivalent to five times the annual Board retainer). Board members are permitted to sell shares of Common Stock they hold with a value in excess of $475,000, as long as they continue to hold at least $475,000 worth of Common Stock. Board members may defer receipt of these shares under the Restated 2003 Stock Incentive Performance Plan, as amended, until their separation of service. An amount equal to the dividends paid on the number of shares of Common Stock deferred is credited to each non-employee director’s stock unit account as of the end of the quarter in which the dividend was paid, and such amount is paid after separation of service.

Pursuant to the Deferred Compensation Plan for non-employee directors (the “Deferred Plan”), which is unfunded, non-employee directors may defer some or all of the annual Board retainer and meeting fees into a stock unit account, the value of each unit initially being equal to the fair market value of one share of Common Stock as of the end of the quarter in which the compensation being deferred would otherwise be payable. Stock units increase or decrease in value based on the fair market value of the Common Stock. In addition, an amount equal to the dividends paid on an equivalent number of shares of Common Stock is credited to each non-employee director’s stock unit account as of the end of the quarter in which the dividend was paid. The Company offers this program as a means for our directors to increase their economic exposure to the value of our stock without having to buy shares in the public market, which may not always be practicable as a result of blackout periods and other restrictions on trading in our securities.

 

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Non-employee directors may also defer any portion of their retainer and/or meeting fees into an interest account under the Deferred Plan, which bears interest at the five-year treasury rate.

The Company makes a deemed matching contribution to a director’s stock unit account under the Deferred Plan equal to 10% of the amount deferred by the director into the stock unit account, with one-half of such Company contribution vesting on December 31st of the calendar year in which the deferred compensation otherwise would have been paid and one-half on the next December 31st, provided that the participant remains a director on such vesting date. Unvested Company contributions will automatically vest on death, total disability or retirement by the director at or after age seventy-two. Compensation deferred under the Deferred Plan in the interest account, will be paid out in cash after termination of service as a director. Effective in 2024, compensation deferred in the stock unit account will be paid out in shares of common stock after termination of service as a director. Directors may elect that compensation so deferred be paid out in a lump sum or in up to ten annual installments, commencing either in the quarter following, or in the January following, the quarter in which service as a director terminates.

The Company also offers a matching gift program for its Board members pursuant to which the Company will match charitable contributions, up to a maximum yearly Company match of $5,000, made by Board members to qualifying non-profit organizations and academic institutions.

 

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Governance of the Company

Hasbro is committed to strong corporate governance, ethical conduct, sustainability and the accountability of the Board and Hasbro’s senior management team to the Company’s shareholders. We review our corporate governance principles and practices on a regular basis. Set forth below is a summary of our key governance principles and practices.

 

Code of Conduct

Hasbro has a Code of Conduct which is applicable to all of the Company’s officers, employees and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and Controller. The Code of Conduct addresses issues such as conflicts of interest, protection of confidential Company information, financial integrity, compliance with laws, rules and regulations, insider trading and proper public disclosure. Compliance with the Code of Conduct is mandatory for all Company officers, employees and directors. Any violation of the Code of Conduct can subject the person at issue to a range of sanctions, including dismissal.

The Code of Conduct is available on Hasbro’s website at https://hasbro.gcs-web.com/corporate-governance. The contents of our website are not incorporated by reference into this Proxy Statement. Although the Company generally does not intend to provide waivers of, or amendments to, the Code of Conduct for its Chief Executive Officer, Chief Financial Officer, Controller, or any other officers, directors or employees, information concerning any waiver of, or amendment to, the Code of Conduct for the Chief Executive Officer, Chief Financial Officer, Controller, or any other executive officer or director of the Company, will be promptly disclosed on the Company’s website in the location where the Code of Conduct is posted.

 

Corporate Governance Principles

Hasbro has adopted a set of Corporate Governance Principles which address qualifications for members of the Board of Directors, director responsibilities, director access to management and independent advisors, director compensation and many other matters related to the governance of the Company. The Corporate Governance Principles are available on Hasbro’s website at https://hasbro.gcs-web.com/corporate-governance. The contents of our website are not incorporated by reference into this Proxy Statement.

 

Director Independence

Hasbro’s Board has adopted Independence Standards in accordance with Nasdaq’s corporate governance listing standards. The Independence Standards specify criteria used by the Board in making determinations with respect to the independence of its members and include strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company or its independent auditor. The Independence Standards restrict commercial relationships between directors and the Company and include the consideration of other relationships with the Company, including charitable relationships, in making independence determinations. The Independence Standards are available on Hasbro’s website at https://hasbro.gcs-web.com/corporate-governance. A copy of the Independence Standards is also attached as Appendix B to this Proxy Statement.

The Board has determined in accordance with our Independence Standards, that all of our non-employee directors are independent and have no relationships which impact an independence determination under the Company’s Independence Standards. The only member of the Company’s Board who was determined not to be independent was Chris Cocks, the Company’s Chief Executive Officer. Of the eleven (11) Board nominees for director at the Annual Meeting, ten (10) are independent, with Mr. Cocks being the only non-independent nominee.

 

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Board Leadership Structure

We separate the role of Chair of the Board and CEO. The Chair of the Board is elected by the Board on an annual basis. The Chairperson presides at all meetings of shareholders and chairs all meetings of the Board of Directors. In addition, the Chairperson performs all duties which may be required by law and such other duties as specified by the Board. The Chairperson’s duties typically include:

 

 

working with the members of the Board and management to develop agendas and meeting schedules for Board and Committee meetings and to structure Board discussions around key strategic and other matters;

 

 

assuring that there is sufficient time for Board discussion and that the perspectives of all Board members are heard and considered;

 

 

reviewing and approving information and materials to be sent to the Board;

 

 

meeting and consulting with major shareholders when requested as part of the Company’s shareholder outreach programs and when otherwise requested by such shareholders;

 

 

regularly consulting with the Chair of the Nominating, Governance and Social Responsibility Committee and other Committee Chairs on matters related to corporate governance, Board performance and Board responsibilities; and

 

 

facilitating the retention of outside advisors for the Board as needed.

If the Chairperson is not an independent director, the Board will appoint elect a Lead Independent Director with such duties as may be prescribed from time to time.

 

Vote Standard for Director Elections

The Company has a majority vote standard for the election of directors in uncontested director elections, coupled with a director resignation policy for those directors who do not receive a majority vote. A plurality vote standard applies to contested director elections.

In an election of directors that is not a contested election (as defined below), when a quorum of shareholders entitled to vote is present, each nominee to be elected by shareholders shall be elected if the votes cast “FOR” such nominee exceed the votes cast “AGAINST” such nominee. In cases where as of the tenth (10th) day preceding the date on which the Company first mails its notice of meeting, for the meeting at which directors are being elected, the number of nominees for director exceeds the number of directors to be elected (referred to as a “contested election”), when a quorum of shareholders entitled to vote is present, each nominee to be elected by shareholders shall be elected by a plurality of the votes cast.

In an election that is not a contested election, in order for an incumbent director to become a nominee for re-election to the Board, such person must submit an irrevocable resignation, contingent on both that person not receiving a “FOR” vote that exceeds the “AGAINST” vote cast and acceptance of that resignation by the Board in accordance with the policies and procedures of the Board adopted for such purpose. In the event an incumbent director fails to receive a “FOR” vote that exceeds the “AGAINST” vote in an election that is not a contested election, the Company’s Nominating, Governance and Social Responsibility Committee shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director.

The Board shall act on the resignation, taking into account the recommendation of the Nominating, Governance and Social Responsibility Committee, and publicly disclose (by filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale for that decision, within sixty (60) days following the final certification of the vote at which the election was held. The Nominating, Governance and Social Responsibility Committee in making its recommendation, and the Board in making its decision, may each consider all factors and information that they consider relevant and appropriate. Both the Nominating, Governance and Social Responsibility Committee, in making their recommendation, and the Board in making its decision, with respect to any given nominee who has not received the requisite vote in an election that is not a contested election, will act without the participation of the nominee in question.

 

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Director Outside Board Service

The Company has a policy providing that Board members may not serve on the boards of directors of more than a total of four public companies (including the Company’s Board) and/or registered investment fund families. If the director is also a sitting chief executive officer of a public company, the director may not serve on more than one other public company board or registered investment fund family board, in addition to the Company’s Board. And, if the director is an executive chair of a public company, the director may not serve on the board of more than two other public companies and/or registered investment fund families. Any director whose service on boards exceeds the limits as a result of a private company becoming public, is given up to twelve (12) months to comply with this policy.

The Board does not have a policy setting rigid limits on the number of audit committees on which a member of the Company’s Audit Committee can serve. Instead, in cases where an Audit Committee member serves on more than three public company audit committees, the Board evaluates whether such simultaneous service would impair the service of such member on the Company’s Audit Committee.

Before accepting a seat on the board of another public company, the director is required to notify the Chair of Nominating, Governance and Social Responsibility Committee to avoid potential conflicts of interest, as well as to assist in the determination of whether the aggregate number of directorships and attendant responsibilities held by a director would interfere with such director’s ability to properly discharge his or her duties to the Company. The Chair and committee review the request and determine compliance with the Company’s overboarding policy. Additionally, as part of the nomination process for board members, the Nominating, Governance and Social Responsibility Committee reviews the director’s annual questionnaire, including independence, and outside board responsibilities and time commitments. Each of the Company’s Board nominees is in compliance with the outside board service limitations.

 

Director Orientation and Continuing Education

New directors receive an orientation to assist them in their roles as Board and committee members. Orientation includes subjects such as board governance and operation, Company history, strategic plans, business operations, financial position and legal and regulatory environment. Management also provides information on an ongoing basis to assure that Board members are aware of the business, legal and other developments necessary to fulfill their role. We also make available outside educational opportunities as the Board deems relevant and appropriate. New directors are assigned a mentor on the Board to facilitate the director’s on-boarding.

 

Annual Evaluation for the Board and Board Committees

Every year the entire Board, as well as each of the committees of the Board, conduct a self-evaluation process. This process includes each director and each committee member submitting confidential feedback on the performance of the Board, as well as on the performance of each committee on which they serve. The feedback is then collected and reviewed and discussed by the applicable committees, as well as the entire Board of Directors. This feedback informs changes the Board and the committees consider making to their processes and areas of review for the next year. There is an independent third-party external review process that is conducted periodically, in addition to our annual board and committee evaluations.

 

Board Tenure

Although the Company does not have a formal policy with respect to Board tenure, the Board does seek to keep a balance of tenures to provide continuity of understanding of the business, long-term succession planning, corporate governance best practices and meaningful onboarding of new directors, including educating new directors with respect to the Company’s business, while also providing for new perspectives brought to bear by new Board

 

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members. The Board generally targets a mix of tenures in which roughly one-third of the Board members have been on the Board for a relatively short period of time, one-third for a medium period of time, and one-third for a longer period of time. Although that is a general target, the composition of Board tenures may vary over time for many factors, including the availability of appropriate director candidates or the importance of continuity during leadership transitions, such as the appointment of a new CEO.

 

Proxy Access

We have adopted a “proxy access” procedure in our By-Laws. Our proxy access bylaw allows a shareholder or a group of up to 20 shareholders, that has maintained continuous ownership of at least 3% of the voting power of the Company’s outstanding voting stock for at least 3 years, to include nominees for election to the Board of Directors in the Company’s proxy statement. Subject to compliance with the requirements of the proxy access By-Law provisions, the shareholder or group of shareholders may include director nominees for up to the greater of (i) 20% of the Board, rounded down to the nearest whole number, or (ii) 2 nominees.

 

Share Retention Requirements

The Company has share ownership guidelines which apply to all officers and employees at or above the Senior Vice President level and establish target share ownership levels which executives are expected to achieve over a five-year period and then maintain, absent extenuating circumstances. The Company also requires employees at those levels to retain a portion of any net shares realized from stock vesting or option exercises during the five-year period an executive has to achieve their stock ownership requirement until the executive’s ownership requirement level is satisfied. Until the applicable ownership level is achieved, the executive is required to retain an amount equal to at least 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted to the executive following such executive becoming subject to the policy. Once the required stock ownership level is achieved, the executive is required to maintain the stock ownership level for as long as the executive is employed by the Company and is subject to the policy.

 

Equity Awards Subject to Double Trigger Following a Change in Control

Under the Company’s Restated 2003 Stock Incentive Performance Plan, as amended, all awards are subject to a double trigger change in control provision. This means that rather than vesting automatically upon a change in control of the Company, such awards will only vest following a change in control if the award recipient’s employment with the Company is terminated under specified circumstances.

 

Clawback Policy

Under the Board-approved Clawback Policy, all equity and non-equity incentive plan compensation granted by the Company is subject to this Clawback Policy. The policy provides that if an accounting restatement is required due to the Company’s material non-compliance with any accounting requirements, then the Company will recover from all of the Company’s executive officers, regardless of whether they were at fault or not in the circumstances leading to the restatement, any excess in the incentive compensation they earned over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements. In the event the officer’s misconduct, violation of Company policy or fraud contributed to the need for a restatement, then the Company will use reasonable efforts to recover up to 100% of the affected incentive compensation. The Company amended the policy in 2023 to comply with applicable SEC and Nasdaq rules, and a copy of the policy is filed as an exhibit to the Company’s Form 10-K.

 

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Policy Prohibiting the Pledging or Hedging of Company Stock

Under the Company’s Board approved insider trading policy, we prohibit any pledges or hedges of Company stock by directors, officers or other employees on a prospective basis. The Board believes this policy furthers the interest of shareholders by ensuring that directors, officers and employees have the same economic incentives as shareholders and that equity held by directors, officers and employees will not be sold in situations beyond the control of the director, officer or employee.

 

Board Meetings and Director Attendance at the Annual Meeting

During 2023, the Board held eleven (11) meetings. All directors attended at least 75% of the aggregate of (i) the Board meetings held during their tenure as directors during 2023 and (ii) the meetings of any committees held during their tenure as members of such committees during 2023. Although the Company does not have a formal policy requiring attendance of directors at the annual meeting of shareholders, the expectation of the Company and the Board is that all directors will attend the annual meeting of shareholders in person or virtually via the Internet unless conflicts prevent them from attending. All members of the Board attended the 2023 Annual Meeting of Shareholders.

 

Director Retirement Age

The Board has established a target retirement age of 72. Normally, a director who has reached this age will serve out his or her current term and not stand for re-election at the end of that term. However, the Board recognizes that from time to time there may be unusual circumstances where exceptions need to be made to this general rule to retain needed continuity and expertise, or for other business reasons.

 

Succession Planning

The Board devotes significant time reviewing and discussing the succession plans for the CEO and each of his direct reports as well as the talent pipeline leading to those positions, part of building a diverse and inclusive workforce. The Board, the Compensation and Nominating, Governance and Social Responsibility Committees are involved in succession planning, as well as our Chief Executive Officer and Chief People Officer. Recent examples of our succession process in action included the replacement of our CEO with Chris Cocks, following the untimely passing of our former CEO, Brian Goldner; the appointment of Gina Goetter as our CFO following Deborah Thomas’ retirement; and the appointment of Tim Kilpin, as President, Toys, Licensing and Entertainment, following the departure of Eric Nyman, former President and Chief Operating Officer. In identifying these successors, the Company considered both internal and external candidates.

Succession planning is among the Board’s top priorities and is included in the annual goals for executive management. Mr. Cocks, as CEO, is responsible for providing a regular talent update to the Board and Compensation Committee, and the Board and the Nominating, Governance and Social Responsibility Committee continue to regularly review in-depth succession plans, considering long-term, medium-term and short-term options. The Board also has exposure to internal succession candidates through their periodic participation in Board meetings and/or engagement outside of Board meetings.

 

Director Emeritus

The Board may in its discretion designate one or more former directors as a Director Emeritus. In certain situations, such as when the person being appointed has previously served as Chair of the Board, the Director Emeritus may be designated as a Chairperson Emeritus. A Director Emeritus is not considered a Director under the Company’s

 

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Articles of Incorporation or By-Laws, applicable federal securities laws or state corporation law. Consequently, a Director Emeritus has no voting or other power or authority to manage the affairs of the Company and does not have any of the liabilities or duties of directors or officers under law in his or her capacity as a Director Emeritus.

The appointment of a Director Emeritus is expected to be infrequent and reserved for Directors who have served in a special capacity for, and made unusually valuable contributions to, the Company over an extended period of time. Each such designation shall be for a one-year term or until such Director Emeritus’ earlier death, resignation, retirement or removal by the Board (for any reason or no reason). Each Director Emeritus may be re-appointed by the Board in its discretion for one or more additional one-year terms.

Directors Emeriti may attend Board meetings as and when invited by the Board and attend meetings of any committee of the Board as and when invited by the committee, but they are not entitled to vote or be counted for quorum purposes at any such meetings. The Company will reimburse Directors Emeriti for the reasonable costs of attending meetings to which they are invited and performing the functions requested by the Company, but they will otherwise serve without compensation by the Company. Directors Emeriti will be entitled to the indemnification protections afforded by the Company to its officers and Directors.

In May 2021, Mr. Alan Hassenfeld was appointed as Chairperson Emeritus. At the Annual Meeting, Mr. Hassenfeld will step down from this role. Mr. Hassenfeld has been and will always be a prominent architect of Hasbro’s legacy, and we look forward to sharing more on how we will honor him and the contribution of the Hassenfeld family to Hasbro. Mr. Hassenfeld will forever be part of Hasbro’s history, and he will continue to be part of Hasbro’s future as he deepens his incredible philanthropic work and we jointly work to further Hasbro’s mission.

 

Insider Trading Policy

We have a Board-approved Global Insider Trading Policy governing the transactions in our securities by our directors, officers and employees, and other related persons and entities, that are designed to promote compliance with insider trading laws, rules, and regulations. More specifically, it is the policy of the Company that no director, officer or other employee of the Company who is aware of material nonpublic information relating to the Company may, directly or through family members or other persons or entities, (a) engage in transactions in securities of the Company (other than pursuant to a pre-approved trading plan that is adopted and operated in compliance with SEC Rule 10b5-1), or engage in any other action to take personal advantage of that information, or (b) pass that information, or make a recommendation to engage in transactions in the Company’s securities that is influenced by material nonpublic information, on to others outside the Company, including family and friends.

It is the policy of the Company that no director, officer or other employee of the Company who, in the course of working for the Company, learns of material nonpublic information about another company or another entity, including, without limitation, a company with which the Company does business, including a customer or supplier of the Company, may (a) engage in transactions in that company’s securities until the information becomes public or is no longer material, or (b) pass that information on to others outside the Company, including family and friends, or make a recommendation to engage in transactions in the other company’s or entities’ securities that is influenced by material nonpublic information.

We have a pre-clearance policy that applies to executive officers, and members of the Board of the Company and other designated employees of the Company who, although not executive officers, regularly become aware of earnings information or other potentially material nonpublic information about the Company. Under this policy directors and executive officers of the Company, and any other employees designated as being subject to the Company’s pre-clearance procedures, together with any of their family members who live in their household or whose transactions in Company securities are under their influence or control, and any trusts or other entities controlled by any such persons, may not engage in any transaction in the Company’s securities (including an open market purchase, open market sale, gift, cashless exercise of a stock option, contribution to a trust, or similar transfer) without first obtaining pre-clearance of the transaction from the Legal Department.

 

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Additional Availability of Corporate Governance Materials

In addition to being accessible on the Company’s website, https://investor.hasbro.com/corporate-governance, copies of the Company’s Code of Conduct, Corporate Governance Principles and the charters of the five committees of the Board of Directors are all available free of charge to any shareholder upon request to the Company’s Chief Legal Officer and Corporate Secretary, c/o Hasbro, Inc., 1027 Newport Avenue, P.O. Box 1059, Pawtucket, Rhode Island 02861.

 

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Compensation Committee Report

The following section of this Proxy Statement, entitled “Compensation Discussion and Analysis,” contains a discussion regarding the objectives of the Company’s executive compensation programs, how those programs drive Company performance and a review of the processes and program elements used by the Compensation Committee to attract and retain executive talent, align the interests of the executive team with those of the Company’s shareholders, create a strong linkage between pay and performance, maximize the business results of the Company and enhance shareholder value.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that follows this report. Based on its review and discussions with management, the Compensation Committee recommended to the Company’s full Board, and the full Board has approved, the inclusion of the Compensation Discussion and Analysis in this Proxy Statement for the Meeting and, by incorporation by reference, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Report issued by the members of the Compensation Committee as of the Company’s 2023 fiscal year end.

Lisa Gersh (Chair)

Elizabeth Hamren

Laurel J. Richie

Richard S. Stoddart

 

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Compensation Discussion and Analysis

 

Executive Summary

In the following Compensation Discussion and Analysis (“CD&A”), we describe our approach to the executive compensation programs and our compensation decisions for 2023 for the following Named Executive Officers (“NEOs”).

 

 Name    Title

Chris Cocks

   Chief Executive Officer

Gina Goetter

   Executive Vice President and Chief Financial Officer

Cynthia Williams

   President, Wizards of the Coast and Hasbro Gaming

Tarrant Sibley

   Executive Vice President, Chief Legal Officer and Corporate Secretary

Tim Kilpin

   President, Toys, Licensing and Entertainment

Deborah Thomas(1)

   Former Executive Vice President and Chief Financial Officer

Eric Nyman(2)

   Former President and Chief Operating Officer

 

(1)

Ms. Thomas served as Chief Financial Officer and as an Executive Officer through the effective date of the Company’s appointment of Ms. Gina Goetter.

 

(2)

Mr. Nyman departed the Company in March 2023.

Business and Performance Overview

We are a leading toy and game company whose mission is to entertain and connect generations of fans through the wonder of storytelling and exhilaration of play. We are “Creating Magic Through Play”. We deliver engaging brand experiences for global audiences across gaming, consumer products and entertainment, with a portfolio of iconic brands including MAGIC: THE GATHERING, Hasbro Gaming, PLAY-DOH, NERF, TRANSFORMERS, DUNGEONS & DRAGONS, and PEPPA PIG, as well as premier partner brands.

We are guided by our purpose to create joy and community for all people around the world, one game, one toy, one story at a time. For more than a decade, we have been consistently recognized for our corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media, one of the World’s Most Ethical Companies by Ethisphere Institute and one of the 50 Most Community-Minded Companies in the U.S. by the Civic 50.

Our strategic plan, which we refer to as our Blueprint or Blueprint 2.0, supports our mission by bringing compelling and expansive brand experiences to consumers and audiences around the world. Using this approach, our brands are transformed as story-led and play-led consumer franchises brought to life through games, play and other experiences and are offered across a multitude of platforms and media. Our commitment to disciplined, strategic investments, differentiates Hasbro with diversified capabilities focused on driving long-term, sustainable and profitable growth and enhancing shareholder value.

 

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2023 Overview

Fiscal year 2023 was a year of transformation for our business. Following the October 2022 announcement of our revised strategic plan, we embarked upon an ambitious, multi-year transformation guided by our revamped business strategy. Since that announcement, we drove efficiencies in our supply chain, improved our inventory position, lowered our costs, and reinvested back into the core focus areas of the business. During fiscal 2023, we strengthened our leadership team with industry veterans and turnaround experts and have focused our strategic investments on our most valuable and profitable franchises across games, toys, licensing and entertainment. This focused strategy also led to the decision to sell certain non-core parts of the business, including the Entertainment One film and television business not relating to Hasbro and family-oriented brands. In 2023, we experienced stronger than expected market headwinds, resulting in a difficult decision to take additional headcount reductions and accelerate the process of meeting organizational changes that reallocate people and resources, both in effort to strengthen our foundation and position Hasbro for growth.

Notable Leadership Changes

On April 12, 2023, we announced the appointment of Gina Goetter as Chief Financial Officer, effective May 18, 2023. Ms. Goetter joined Hasbro from Harley Davidson, Inc., where she served as Chief Financial Officer. Prior to her time at Harley Davidson, Inc., Ms. Goetter served in senior leadership roles at Tyson Foods, Inc. and General Mills, Inc., where she was responsible for leading the turnaround of those businesses. Ms. Goetter succeeded Deborah Thomas, who retired from as Chief Financial Officer in May 2023 after 24 years of distinguished service and leadership.

On April 12, 2023, we also announced the appointment of industry veteran Tim Kilpin as President, Toys, Licensing & Entertainment, effective April 24, 2023. Mr. Kilpin joined Hasbro from PlayMonster Group, LLC, where he served as Executive Chairman and Chief Executive Officer. Previously, Mr. Kilpin held senior leadership positions within the toy and entertainment industry at companies that include Activision Blizzard, Inc., Mattel, Inc. and The Walt Disney Company.

Strategy’s Impact on 2023 Compensation Plan Design

To ensure the success of our strategy and for long-term shareholder value creation, it is critical to align our executive compensation program with the goals of the strategy. As previously announced, we are driving operational excellence by focusing and scaling our operations with a plan to achieve 20% adjusted operating profit margin by full-year 2027, and deliver annual run-rate cost savings up to $750 million (increased from our prior expectations) by 2025.

Our executive compensation plan design takes these and other internal goals into account. In 2023, our annual incentive plan contained key financial and non-financial performance metrics, which the Committee believed captured the most important aspects of the top and bottom-line performance of the Company as well as the Company’s change in strategic direction and transformation efforts. For Corporate functions, the metrics included

 

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total net revenue (weighted at 40%), operating profit margin (weighted at 40%) and strategic metrics around performance relating to our transformation efforts, most notably specific targets for costs savings and efficiency enhancement (collectively weighted at 20%). For the business area participants, the Committee determined to use revenue and operating profit margin for the business area, each weighted at 40%, and similarly added metrics around performance against our strategic goals for the company (weighted 20%) stressing the importance of the Company’s transformation efforts. We removed cash flow from the 2023 annual incentive plan, to focus on the progress of our transformation efforts, as we believe becoming more operationally efficient is a key and direct component to the success of our strategy.

In 2023, the metrics for performance share awards, which represented 50% of total LTI for our NEOs, were also revised to focus on the metrics which the Committee believed captured the most important aspects of the Company’s long-term performance. Namely, Diluted EPS (weighted at 50%) and return on invested capital (ROIC) (weighted at 50%), subject to +/- 25% modifier for the Company’s relative Total Shareholder Return (TSR) performance against the S&P 500 TSR comparator group. The TSR modifier replaced the revenue metric used in prior years to promote alignment of long-term incentive compensation award outcomes with relative shareholder returns and avoid duplication of metrics between our short-term and long-term incentive plans.

2023 Financial Results

 

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2023 Compensation Decisions Aligned with Performance

Our compensation program is designed to be aligned with performance. With respect to the 2023 annual incentive plan, the Committee reviewed the performance of the Company and its business areas against the annual incentive plan targets for fiscal year 2023. The Corporate payout factor for awards under the 2023 annual incentive plan, as shared with the Committee, was 64% of target. The Committee reviewed the base incentive awards that would have been received by the NEOs using the Company and business area performance. In determining final amounts for the NEO’s, the Committee considered the NEO’s individual performance as well as the Company’s transformation efforts, its refined strategy and focus areas and cost reduction measures intended to position the Company for future success.

With respect to our long-term incentive awards, for 2023, a payout of 81% was achieved for the 2021-2023 performance share award. See “Long-Term Incentive Compensation — Performance Share Awards” below. These payouts under the annual incentive plan and LTI program further evidence our pay for performance alignment.

 

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Cash Returned to Shareholders

Providing value and return to our shareholders are fundamental corporate objectives. The table below shows the amounts we have returned to our shareholders since 2019, in the form of both cash dividends and share repurchases. As the table indicates, in 2020, we suspended our share repurchase program as we prioritized our goal of returning our gross debt to EBITDA target of 2 to 2.5x following our borrowing of funds for the acquisition of eOne. In 2022, we reinstated our share repurchase program on a limited basis.

 

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The table below compares the total return on our shares of common stock over the designated periods to the returns for the S&P 500 Index and Russell 1000 Consumer Discretionary Index.

 

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Our total shareholder return in recent years has been adversely affected by a number of exogenous factors. For example, in 2019, the Company’s business was adversely affected by the tariff environment, particularly the imposition or threat of tariffs on certain of our products manufactured in China for import into the U.S. Beginning in 2020 and shortly after our acquisition of eOne in December 2019, the COVID-19 pandemic had a material impact across our businesses, including the shutdown of entertainment operations, retail store closures and supply chain challenges — many of these challenges continued through 2020, 2021 and into parts of 2022. 2022 was also adversely affected due to the high inflation and interest rates and challenged economic conditions experienced in many of our key markets, which has affected consumer discretionary spending. And in 2023, we continued to see challenging inflation, fluctuating interest rates and political and economic instability, which negatively affected consumer discretionary spending. Our entertainment business was also adversely affected by the actors’ and writers’ strikes during the year. While we have faced these headwinds, we have taken, and continue to take, actions to strengthen the business, as described in this proxy statement, and believe we are best positioning ourselves for the future through a focus on the core business and delivery of improved profitability.

 

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Shareholder Engagement

We engage with our major shareholders on financial, governance, compensation and other ESG matters on a regular basis. We do this as part of our commitment to build relationships, be responsive to shareholders and ensure that our actions are informed by the viewpoints of our investors. Our shareholders supported our Say-on-Pay votes in the last three years, with favorable votes of 91.4%, 88.0% and 81.3% of the shares voted at the 2023, 2022 and 2021 Annual Meetings, respectively. Our average favorable approval of our Say-on-Pay votes over the past five years has been 90.4%.

In 2023 and early 2024, we proactively extended an invitation to our top 25 shareholders (holding in aggregate of approximately 57% of our outstanding shares) to meet and we had discussions with those who accepted our invitation. We also spoke with shareholders who reached out to us. During these engagement discussions, as described above in our “Proxy Summary”, we discussed our compensation policies and practices, performance metrics and consideration of ESG measures in compensation decisions. The feedback we received from our shareholders was discussed in detail by our Board and its committees. Shareholders we have spoken to indicated that they were supportive of us having incorporated a relative TSR modifier in our long-term incentive plan, which we added beginning in 2023. We also removed the revenue metric from our long-term incentive plan for 2023 based on shareholder feedback that including such metric could be viewed as rewarding participants twice for the same metric considering we have the metric in our short-term incentive plan as well. Lastly, shareholders have indicated that they were supportive of including an ESG measure into our annual incentive plan. Based on our continuing dialogue with our significant shareholders and the strong support we have seen for our compensation programs, we believe our current compensation program reflects the views of our shareholders and strongly drives our pay for performance objectives.

Executive Compensation Program Structure and Alignment with Performance

The Committee has implemented a carefully structured executive compensation program that is tightly linked to long-term shareholder value creation. The program incorporates a combination of short-term and long-term forms of compensation that are structured to incentivize company performance and the achievement of corporate and business unit objectives the Committee believes are critical to driving sustained long-term shareholder value. At the same time, the program incorporates elements that ensure the Company attracts and retains top executive talent with the creativity, innovation, drive and diverse skills in branded-play, digital gaming, consumer products, media and technology, storytelling and entertainment that are critical to the successful execution of our strategy. As our strategy evolves, the Committee reviews the compensation program to ensure that it supports the underlying strategy of the Company and enables us to attract and retain key talent to execute on our strategy.

In support of this linkage to long-term shareholder value creation, a significant portion of the total compensation opportunity for our NEOs is performance-based and at-risk. The chart below shows that, for 2023, 85.3% of our CEO’s total target compensation was at-risk, while 67.7% of his total target compensation was performance-based.

 

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The following chart summarizes the components of our 2023 compensation program for our NEOs.

 

Compensation Program Elements
2023 Executive Compensation Program Elements

Type of Annual Cash Compensation

Base Salary

 

•  Fixed compensation

 

•  Set at a market competitive level, in light of individual experience and performance

Annual

Incentive Awards

 

•  Performance-based

 

•  Tied to company, business area and individual achievement against stated annual financial and strategic goals

 

•  Aligns management behavior with maximizing shareholder value

 

•  Performance measures evaluated

 

-  Total Net Revenues

 

-  Operating Profit Margin

 

-  Operational Excellence - Cost Savings and Efficiency Enhancement

 

•  Individual Performance Adjustment: Designed to enable us to reward for strategic and operating performance not captured by the financial metrics listed by allowing the Committee to adjust the payouts up or down based on individual performance and can include performance against ESG goals

 

In 2024, we have updated the metrics and replaced Operating Profit Margin with Operating Profit Dollars

Type of Long-Term Incentive Compensation

Performance Share

Awards

 

•  Represented 50% of annual target equity award value for our NEOs, excluding new hire awards

 

•  Earned based on challenging long-term three-year goals requiring sustained strong operating performance

 

•  Tied to achievement of EPS and Return on Invested Capital (ROIC) targets over a 3-year performance period

 

•  Adjusted +/- 25% by a TSR Modifier compared to the S&P 500

 

In 2024, we have updated these metrics by removing the Return on Invested Capital metric and weighted the EPS metric 100% with the same relative TSR modifier

Stock Options

 

•  Represented 25% of annual target equity award value for our NEOs, excluding new hire awards

 

•  7-year term

 

•  Vest in three equal annual installments over the first three anniversaries of the grant date

 

In 2024, stock options will no longer be part of the long-term incentive compensation mix

Restricted

Stock Units

 

•  Represented 25% of annual target equity award value for CEO and the other NEOs, excluding new hire awards

 

•  Vest in three equal annual installments over the first three anniversaries of the grant date

 

In 2024, restricted stock units will make up 50% of annual target equity award value for CEO and other NEOs

 

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Executive Compensation Philosophy and Objectives

The Committee regularly reviews compensation practices to best align our compensation programs with shareholder interests, company strategy and best practices. The Committee’s fundamental objectives with our executive compensation program are to:

 

 

Attract, develop and retain talented executives who can contribute significantly to the achievement of the Company’s goals and deliver results in keeping with our mission to entertain and connect generations of fans through the wonder of storytelling and exhilaration of play.

 

 

Align the interests of the Company’s executives with the short, medium and long-term goals of the Company and its shareholders and other stakeholders.

 

 

Instill a pay-for-performance culture; a substantial majority of the compensation opportunity for the NEOs is composed of variable, performance-based compensation elements.

 

 

Reward superior performance by the Company, and its business units, as well as superior individual performance.

 

 

Accomplish these objectives effectively while managing the total cost of the Company’s executive compensation program, including by managing reasonable levels of dilution and annual share usage when granting equity-based compensation.

The Committee believes it is critical to have a robust succession planning and management development process and seasoned talent ready to deploy into key executive positions, and our compensation programs are designed to support these objectives.

The Committee structures the Company’s compensation program in a way it believes appropriately aligns pay with performance without encouraging excessive risk taking or other behavior on the part of executive officers that is not in the Company’s best interests.

Our goal is to position total target direct compensation for our NEOs within a competitive range around the market median that reflects the individual’s performance, criticality to the business, experience and future potential. For more information on the peer group used to benchmark our NEO’s compensation, please see below under the heading “Compensation Process — Peer Group and Benchmarking to the Market.”

All equity and non-equity incentive plan compensation is subject to the Board-approved Clawback Policy. The policy provides that if an accounting restatement is required due to the Company’s material non-compliance with any accounting requirements, then the Company will recover from all of the Company’s executive officers, regardless of whether they were at fault or not in the circumstances leading to the restatement, any excess in the incentive compensation they earned over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements. In the event the officer’s misconduct, violation of Company policy or fraud contributed to the need for a restatement, then the Company will use reasonable efforts to recover up to 100% of the affected incentive compensation. In 2023, the Company amended its policy to ensure compliance with applicable SEC rules and Nasdaq listing standards.

Strong Compensation Governance Practices

 

 

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Compensation Process

Hasbro’s executive compensation program is structured with input, analysis, review and/or oversight from various sources, including:

 

 

The Compensation Committee (the “Committee”);

 

 

The full Board;

 

 

The Committee’s independent compensation consultant, Meridian Compensation Partners LLC (“Meridian”);

 

 

The Company’s Chief Executive Officer;

 

 

The Company’s Executive Vice President & Chief People Officer; and

 

 

Market studies and other comparative compensation information.

All final decisions regarding the performance and compensation and retention programs for the Company’s executive officers, including the NEOs, are made by the Committee. The performance and compensation package for the Company’s Chief Executive Officer is also reviewed and approved by the full Board, without the Chief Executive Officer being present.

In structuring the various compensation elements, the Company and Committee review each element on both an individual basis and in totality as part of an overall compensation package. This process includes reviewing tally sheets for each of the executive officers that set forth total target direct compensation, and within that total summarize the target level for each element and the portion of total target direct compensation comprised of the various compensation elements.

For NEOs other than the CEO, the CEO makes recommendations to the Committee for each executive’s compensation package. The Committee then discusses these recommendations with the CEO, both with and without the presence of the Company’s EVP & Chief People Officer. The Committee further reviews and discusses all recommendations in executive session and, as part of these discussions, the Committee discusses the recommendations with representatives from Meridian.

Peer Group and Benchmarking to the Market

In designing the fiscal 2023 executive compensation program, the Committee reviewed certain market data as a market check for each of the NEO’s, including: (i) base salary, (ii) total target cash compensation (comprised of base salary and target short-term incentive award) and (iii) total target direct compensation (comprised of base salary, target short-term incentive award and target long-term incentive award). This market information is one element reviewed by the Committee in setting compensation targets.

As the Company has developed into a global play leader, the companies with which Hasbro competes for executive talent is intense and the skills and expertise required of Hasbro’s executives continues to increase with advancements in technology. The Company competes with a broad range of companies that focus on immersive storytelling across brands, including those operating in the digital gaming, and to a lesser extent, entertainment and media industries, in the hiring and retention of executives.

The Committee, with the assistance of its independent compensation consultant, annually reviews the compensation peer group. The fiscal year 2023 peer group is as follows:

2023 Peer Group

 

Activision Blizzard, Inc.

   Live Nation Entertainment, Inc.    Ralph Lauren Corporation    The Estee Lauder Companies Inc.

Electronic Arts, Inc.

   Lululemon Athletica, Inc.    Roblox Corp.    The Interpublic Group of Companies, Inc.

Fox Corporation

   Mattel, Inc.    Skechers USA, Inc.    Under Armour, Inc.

Lions Gate Entertainment Corp.

   Netflix, Inc.    Take-Two Interactive Software, Inc.     

 

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The Committee reviews market data, including from the peer group, as part of assessing the appropriateness and reasonableness of compensation levels and mix of compensation elements to ensure that the compensation program:

 

 

is appropriate and effective in furthering Company goals;

 

 

provides adequate retention incentive for top-performing executives;

 

 

aligns pay with performance; and

 

 

fairly rewards executives for their performance and contribution to the achievement of the Company’s goals, rather than in having compensation packages align to a certain range of market data of the Company’s peers.

According to market data reviewed by the Committee, the 2023 total target direct compensation for NEOs was within a reasonable range of the 50th percentile of total target direct compensation for comparable positions at companies in the peer group.

 

2024 Peer Group

 

For determining the fiscal year 2024 peer group, the Committee, with assistance from its independent compensation consultant, reviewed the compensation peer group and determined that it would be appropriate to make adjustments that align with our refined strategy, the sale of eOne film and television, and focus on companies in the toys, gaming, and entertainment/branded/experience industries. Additionally, the Committee reviewed the revenue and market capitalization of each company in the peer group to ensure that such company was an appropriate comparator. Based on this analysis, the 2024 compensation peer group is shown below.

 

       

Activision Blizzard, Inc.*

   Electronic Arts, Inc.    Mattel, Inc.    Take-Two Interactive Software, Inc.
   

Crocs, Inc.

   Funko, Inc.    Roblox Corp.    The Hershey Company
   

Dave & Buster’s Entertainment, Inc.

   Live Nation Entertainment, Inc.    Spin Master Corp.    Topgolf Callaway Brands Corp.

 

*

Activision Blizzard will be removed from our peer group in future years following its acquisition by Microsoft, Inc.

Role of the Independent Compensation Consultant

In reviewing and establishing the fiscal 2023 compensation program for the Company’s executive officers, the Committee received input and recommendations from representatives from Meridian, which was retained by, and which reports directly to, the Committee. Meridian advised the Committee with respect to the Committee’s review of the Company’s executive compensation programs and provided additional information as to whether the Company’s proposed executive compensation programs were competitive, fair to the Company and the executives, reflected strong alignment between pay and performance, provided appropriate incentive to and retention of the executives and were effective in promoting the performance of the Company’s executives and achievement of the Company’s business and financial goals. Meridian did not provide any other services to Hasbro in 2023.

The Committee recognizes that it is essential to receive objective advice from compensation consultants that are independent. Therefore, the Committee maintains a policy requiring an annual assessment of compensation consultant independence based on the NASDAQ’s requirements. The Committee concluded that Meridian was independent and had no conflicts of interest or other relationships that may impair their independence during their service to the Committee.

 

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Executive Compensation Program Elements

The NEOs receive a mix of fixed and variable compensation. The following discussion summarizes the various elements of the executive compensation program.

Variable and Performance-Based Compensation Elements

A significant portion of the total compensation opportunity for our NEOs is performance-based. When structuring incentive compensation, the Committee identifies the performance metrics it considers most important for driving Company value and return to shareholders. The Committee then ties incentive compensation to performance against those metrics. For 2023, the Committee determined that the following forms of compensation and performance metrics were appropriate for aligning executive compensation with Company performance and shareholder interests.

 

Component of Incentive

Compensation

  Performance Metrics   Objectives

Annual Incentive

      Total Net Revenue   Measures annual top line growth
  Operating Profit Margin   Measures ability to maximize profitability and drive shareholder value
  Strategic - Cost Savings   Measures operating model improvements and ability to achieve cost savings and efficiencies
  Individual Performance Adjustment   Measures performance against individual objectives, including ESG objectives

Long-Term Incentive

 

 

Performance Share Awards

 

Cumulative Diluted Earnings

Per Share

  Measures long-term profitability
  Average Return on Invested Capital   Measures capital efficiency
  Relative TSR Modifier   Compares total shareholder return to S&P 500 companies
  Restricted Stock Units   Stock Price   Provides alignment with shareholders
  Stock Options   Stock Price Appreciation   Align our executives interests with those of the shareholders by providing value only if the Company’s stock price increases from the date that the stock option is granted.

Annual Incentive Compensation

The annual incentive plan is designed to incentivize our NEOs to achieve critical financial and non-financial goals that drive our financial and operational results and help to enhance shareholder value. The Committee is responsible for approving performance goals and related payout levels, setting each NEO’s target award opportunity and approving payouts under the annual incentive plan, each as more fully described below. The Committee reserves the right to reduce otherwise earned incentive payouts as it deems appropriate.

 

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Target Annual Incentive Opportunity

The Compensation Committee assigned each NEO, a target annual incentive award opportunity (expressed as a percentage of base salary) based on competitive market data and the executive’s position, responsibilities and role.

 

Named Executive Officer    2023 Target Annual Incentive
Award Opportunity (% of
Base Salary)

Chris Cocks

   150%

Gina Goetter

   100%

Cynthia Williams

   75%

Tim Kilpin

   75%

Tarrant Sibley

   75%

Deborah Thomas

   100%

Eric Nyman

   100%

Each eligible named executive officer may earn between 0% and 200% of his or her target annual incentive opportunity based on achieved performance against pre-set performance goals. For financial metrics, threshold performance results in a 50% of target payout and target performance results in a 100% payout. For performance between threshold and target, and target and maximum, the payout is determined by linear interpolation. Strategic metric results are determined based on pre-set quantitative performance goals and qualitative factors that may significantly impact performance. Any amounts earned are paid in cash. Individual performance for each NEO, including the CEO is evaluated by the Committee in determining final payout amounts. Awards can be adjusted down to 0% or up to +35% based on individual performance.

Annual Incentive Performance Metrics

For fiscal year 2023, the Committee modified the prior year’s annual incentive plan by replacing free cash flow with strategic metrics, which emphasize performance against our transformation efforts, including specific targets for cost savings. The following performance measures were assigned the indicated weight based on the Company’s 2023 operating plan and budget.

 

Performance Measure   

Messrs. Cocks
and Sibley
and
Ms. Goetter3

 

   

Ms. Williams

 

   

Mr. Nyman

 

 

Company Net Revenue

     40                

Company Operating Profit Margin

     40                

Company Strategic Metrics

     20     20     20

Wizards Business Area1 Net Revenue

             40        

Wizards Business Areas Operating Profit

             40        

HCP Business Area2 Net Revenue

                     40

HCP Business Area Operating Profit Margin

                     40

 

(1)

For Ms. Williams, the Committee established annual incentive performance metrics that were based on both Wizards of the Coast performance, including digital gaming relating to Wizards brands (“Wizards Business Area”) and Company strategic metrics.

 

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(2)

For Mr. Nyman, the Committee established annual incentive award metrics that were based on both Hasbro Consumer Products (“HCP”) business performance and Company strategic metrics.

 

(3)

Ms. Thomas had a guarantee to receive 100% of her target bonus per the terms of her transitional services agreement. Mr. Kilpin had a guarantee to receive 100% of his FY23 target bonus per the terms of his new hire agreement.

The Company’s performance goals were set with the objective of achieving strong financial results while continuing with the Company’s transformation to a branded play leader, and the business area performance goals were set with the objective of achieving strong profitable revenue growth while focusing on the transformation of the operations and cost-structure of the Company. The Committee believed these performance metrics captured the most important aspects of the top and bottom-line performance and strategy of the Company, the Wizards Business Area, and the Hasbro Consumer Products Business Area. The relative weighting among the performance metrics was aligned with the relative importance of those metrics, in the Committee’s view, to the Company and business area’s performance and the strength of the Company’s business.

Calculation of 2023 Annual Incentive Payout

The tables below show the calculation of 2023 annual incentive award for each eligible NEO.

Messrs. Cocks and Sibley, and Ms. Goetter’s 2023 Calculated Annual Incentive Payout

 

     

Goal

 

    

Actual

 

    

Percentage
Achievement

 

    

Payout
Percentage

 

    

Weighted
Payout

 

 

Company Net Revenue (Weighted 40%)

   $ 5,699,367      $ 5,003,326        88%        60%        24%  

Company Operating Profit Margin (Weighted 40%)

     16.3%        9.4%        58%        0%        0%  

Company Strategic Scorecard (Weighted 20%)

     See details below        200%        40%  

All numbers are in thousands, except percentages

     Total Weighted Payout        64%  

Hasbro Strategic Metrics

The Hasbro Strategic Scorecard was assessed by reviewing both quantitative and qualitative factors against each strategic metric individually to determine the overall Strategic result. The metrics that made up the Hasbro Strategic Scorecard were (i) non-labor cost savings, including significant improvements to operational efficiency and (ii) operating model improvements to enhance customer focus, including labor savings. The Hasbro strategic metrics make up 20% of each NEOs FY2023 bonus award.

 

     

Goal

Range

 

    

Actual

 

    

Percentage
Achievement

 

    

Payout
Percentage

 

    

Weighted
Payout

 

 

Operating Model Improvements savings (non-labor) (Weighted 10%)

    
$100 million
— $150 million
 
 
   $ 256 million        205%        200%        20%  

Cost savings (including labor) (Weighted 10%)

    
$50 million
— $70 million
 
 
   $ 75 million        125%        200%        20%  
       Total Weighted Payout        40%  

Note: Percentage Achievement shown against mid-point of target range (e.g., $125 million and $60 million, respectively).

 

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Ms. Williams’ 2023 Calculated Annual Incentive Payout

 

     

Goal

 

    

Actual

 

    

Percentage
Achievement

 

    

Payout
Percentage

 

    

Weighted
Payout

 

 

Wizards Business Area Net Revenue (Weighted 40%)

   $ 1,445,067      $ 1,443,426        100%        100%        40%  

Wizards Business Area Operating Profit Margin (Weighted 40%)

     38.48%        36.05%        94%        85%        34%  

Hasbro Strategic Scorecard (Weighted 20%)

     See details above        200%        40%  

All numbers are in thousands, except percentages

    
Total Weighted Payout
Final Payout

 
    
114%
110%

 

Note: For the Business Area to have a payout on the Business Area component both Business Area metrics must achieve the minimum threshold. The payout factor for all employees assigned to the Wizards Business Area plan was funded at 110% to reflect the impact of the Hasbro Strategic Scorecard on the Wizards business relative to the entire business.

Mr. Nyman’s 2023 Calculated Annual Incentive Payout

 

     

Goal

 

    

Actual

 

    

Percentage
Achievement

 

    

Payout
Percentage

 

    

Weighted
Payout

 

 

HCP Business Area Net Revenue (Weighted 40%)

   $ 3,441,043      $ 2,831,442        82%        0%        0%  

HCP Business Area Operating Profit Margin (Weighted 40%)

     9.78%        (0.62)%        (6)%        0%        0%  

Company Strategic Scorecard (Weighted 20%)

     See details above        200%        40%  

All numbers are in thousands, except percentages

     Total Weighted Payout        40%  

Note: For the Business Area to have a payout on the Business Area component both Business Area metrics must achieve the minimum threshold.

Mr. Kilpin and Ms. Thomas Calculated Annual Incentive Payout

Mr. Kilpin had a guarantee to receive 100% of his FY23 target bonus per the terms of his new hire agreement, and Ms. Thomas had a guarantee to receive 100% of her target bonus per the terms of her transitional services agreement.

Calculated Annual Incentive Payouts

With respect to the 2023 annual incentive plan payouts, the Committee reviewed the performance of the Company and its business areas against the annual incentive plan targets for fiscal year 2023. The Committee reviewed the base incentive awards that would have been received by the NEOs using the Company and business area performance. The Committee then determined how the NEO performed in achieving the individual strategic objectives established at the beginning of the year to determine, what, if any, adjustments should be made to the base incentive award to arrive at the final payout amount for each executive. The Committee can adjust the base incentive award down to 0% or up to +35% of the applicable base incentive award based upon the executive’s performance against individual objectives, although the Committee can assess a modifier in excess of that range where it deems warranted by particularly strong individual performance. In addition to the NEO’s individual performance, the Committee also considered the Company’s progress on transformation efforts including operating model improvements and cost reduction measures. After this review, the Committee determined to make individual performance adjustments for Mr. Cocks for the reasons described below. With respect to Ms. Goetter, Ms. Williams

 

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and Mr. Sibley, the Committee considered the recommendation of the CEO in making final bonus determination, including individual performance adjustments as outlined below. Mr. Kilpin and Ms. Thomas each received 100% of their respective target bonuses per the terms of their agreements.

 

Named Executive Officer   

Calculated

Payout %

    Modified
Payout %
    Rationale for Modification to Calculated Payout

Chris Cocks

     64     86.4  

•  Improvements to the product innovation pipeline

 

•  Drove key operational initiatives

 

•  Focus on partnerships with key third parties

 

•  Completed sale of eOne film and television business to Lionsgate

 

•  Assembled strategic leadership team

 

Gina Goetter

     64     86.4  

•  Reduced owned inventory by 51%

 

•  Reduced debt by $506M

 

•  Drove key operational initiatives, including optimizing the Company’s supply chain

 

•  Total working capital improvement of $350M

 

•  Drove development of financial operations and business planning capabilities, including integrated business planning

 

Cynthia Williams

     110     148.5  

•  Delivered a record year for Magic: Magic generated over a billion dollars in 2023

 

•  Strength of digital licensing led by Baldur’s Gate 3 and Monopoly Go!

 

•  Expanded scope to include Hasbro gaming

 

•  Drove key operational initiatives, including product innovation in the gaming business

 

Tarrant Sibley

     64     86.4  

•  Leadership and support of the strategic initiatives, including innovation pipeline and operational initiatives

 

•  Completed the sale of the eOne film and television business to Lionsgate

 

•  Contributions to governance processes

 

•  Significant litigation results

 

 

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2023 Annual Incentive Payouts

The table below shows each eligible NEO’s calculated and modified 2023 annual incentive payout.

 

Named Executive Officer   

2023

Target

Incentive
Award
Opportunity

    

Calculated
Incentive

Award

    

Final

Incentive

Award

     Final
Incentive
Award
as a % of
Target

Chris Cocks

   $ 2,250,000      $ 1,440,000      $ 1,944,000      86.4%

Gina Goetter

   $ 634,615      $ 406,154      $ 548,307      86.4%

Cynthia Williams

   $ 460,818      $ 506,900      $ 684,314      148.5%

Tim Kilpin

   $ 637,500      $ 637,500      $ 637,500       100%

Tarrant Sibley

   $ 464,568      $ 297,323      $ 401,386      86.4%

Deb Thomas

   $ 1,250,000      $ 1,250,000      $ 1,250,000       100%

Eric Nyman

   $ 296,154      $ 118,462      $ 118,462        40%

 

Note: Incentive amounts shown above are calculated using fiscal year 2023 earnings with the exception of Ms. Thomas and Mr. Kilpin whose amounts were based on 100% of annual base salary pursuant to their agreements.

 

 

Changes for Fiscal Year 2024. After review of the annual incentive plan design, the Committee made certain changes to the metrics for 2024. For fiscal 2024, the operating profit margin metric was replaced by operating profit dollars. This change better aligns with market prevalence by focusing on dollars instead of percentages and Management believes it will be more easily understood by plan participants and will help incentivize profitable growth.

 

 

Long-Term Incentive Compensation

The long-term incentive plan is designed to incentivize our NEOs to achieve critical sustainable long-term shareholder value and align the NEOs with shareholder interests. The Committee is responsible for approving performance goals and related payout levels, setting each NEO’s target long-term incentive opportunity and approving payouts under the performance share awards.

Annual Long-Term Incentive Awards

Long-term incentive compensation is provided to our NEOs, in the form of performance share awards, time-based restricted stock units, and non-qualified stock options.

The Committee approves target annual equity award values for each of the Company’s executive officers and other eligible employees, which are designed to provide a strong link between pay and performance. Targets are expressed as a percentage of each individual’s base salary. In 2023, the Committee working closely with its independent compensation consultant, performed its annual review of each element of compensation for the CEO and each NEO on an individual basis and in totality as part of an overall compensation review. As a result, the Committee took the following action as it relates to 2023 long-term incentive awards.

 

 

Increased the LTI target value for Mr. Cocks from 500% to 700% to further align with the competitive market median.

 

 

Ms. Williams and Mr. Sibley received above target grants to recognize exceptional individual performance, and in the case of Ms. Williams, to recognize her expanded scope which includes all of Hasbro’s games.

 

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The 2023 LTI Award target value for our NEOs were as follows:

 

Named Executive Officer   

2023 LTI Award Target Value

% of Base Salary

Chris Cocks

   700%

Gina Goetter

   N/A

Cynthia Williams

   200%

Tim Kilpin

   200%

Tarrant Sibley

   200%

Deborah Thomas

   400%

Eric Nyman

   400%

 

Note: see section describing Ms. Goetter’s offer letter for new hire details.

The division across award types, and the targeted total award value reflect the Committee’s view:

 

 

as to the appropriate total award opportunity for each NEO;

 

 

the optimal weighting of short-term and long-term objectives and drivers of retention value;

 

 

a total long-term compensation program that drives corporate performance and appropriately rewards executives for delivering a consistently high-level of performance;

 

 

a belief that over the performance period the realization of equity award values should be balanced among achievement of the Company’s longer-term financial targets and the Company’s stock price appreciation; and

 

 

the retention of key executive talent.

In 2023, the Committee allocated LTI awards as follows: 50% performance share awards, 25% restricted stock units and 25% non-qualified stock options for all of our NEOs, excluding Ms. Goetter.

Performance Share Awards

Performance Share Awards (“PSA Awards”) provide the recipient with the potential to earn shares of the Company’s common stock based on the Company’s achievement against financial performance metrics over a three-year performance period. For 2023, the Committee set the performance metrics and respective weightings for the PSA Awards issued to our NEOs as cumulative diluted Earnings Per Share (“EPS”) (50%) and average Return On Invested Capital (“ROIC”) (50%). The Committee selected these performance metrics because they are important drivers of long-term sustainable Company performance with respect to effective profitability and balance sheet management (Diluted EPS), and our ability to generate returns from the capital we have deployed in our operations (ROIC). These metrics are subject to +/- 25% modifier for the Company’s relative TSR performance against the S&P 500 TSR comparator group. The TSR modifier replaced the revenue metric used in prior years to stress the importance of improving our relative TSR. The Committee believed that these performance metrics were key factors in creating long-term shareholder value and appropriately align the interests of our executives with those of our shareholders.

If the Company achieves less than threshold performance with respect to any financial performance metric, the payout achieved for that metric is 0%. The minimum payout for achievement against a given metric is set at 50% of target, and that minimum is awarded when actual performance reaches 80% of target performance. The maximum payout for over achievement against a given metric is set at 200% of target, and that maximum is awarded when actual performance reaches 125% of target performance in the case of Diluted EPS and ROIC. For performance between threshold and target and target and maximum, the payout is determined by linear interpolation.

With respect to the relative TSR modifier, the PSA Award financial performance is only modified if relative TSR performance is below the 25th percentile or above the 75th percentile when compared to the S&P 500 comparator group. If relative TSR performance is between the 25th and 75th percentile, no modification is made to the PSA financial performance result. If both financial metrics achieve maximum performance (e.g., 200%) and relative TSR performance is above the 75th percentile, the PSA final payout factor will be 250%.

 

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The Company considers the specific target performance levels for ongoing performance periods to be confidential information that would harm the Company if disclosed as they are based on confidential internal plans and forward-looking expectations concerning the Company’s performance over a three-year period. Retrospective disclosure is provided upon conclusion of each period. As discussed above, the performance targets set forth in the PSA awards align with the Company’s budget, operating plan and strategic plan, and were set at levels the Committee determined will challenge the executive team in working to meet long-term objectives and drive performance and shareholder value creation. Strong performance from the Company and, in turn, its executives, is required to achieve a threshold payout and superior performance in managing the Company’s business will be required to achieve a higher than target payout.

 

 

Changes for Fiscal Year 2024. After review of the long-term incentive plan design, the Committee made certain changes to the mix of awards for 2024. For fiscal 2024, the Committee will allocate awards for all of our NEOs as follows: 50% performance share awards and 50% restricted stock units. In addition, the Committee has modified the metrics for the performance share awards to be EPS as the key metric weighted 100% with TSR remaining as a modifier. ROIC will no longer be included as a performance metric. Utilizing these metrics aligns with our strategy and market practice to deliver earnings to shareholders and improve our TSR performance.

 

 

FY21-FY23 Performance Share Award

Each year the Committee reviews the PSA Awards whose performance period ends during such fiscal year to determine whether the applicable performance criteria have been satisfied. In fiscal 2021, the Committee issued a PSA Award for the three-year performance period that included fiscal 2021, 2022 and 2023 (the “FY21-FY23 PSA Award”). The Committee issued awards to Messrs. Cocks, Sibley, and Nyman and to Ms. Thomas. Ms. Goetter, Ms. Williams and Mr. Kilpin were not employed by the Company at the time the Committee granted the FY21-FY23 PSA Award and therefore did not receive such an award. After the end of the performance period, the Committee reviewed and determined that the FY21-FY23 PSA Award, which was subject to three performance metrics, achieved 81% of target performance.

The following table compares the actual results achieved for the FY21-FY23 PSA against the targeted goals for the three-year performance period.

 

Performance
Period
  Net Revenue*         Cumulative Diluted EPS*         Average ROIC  

Weighted

Payout

Percentage 

  Target     Results     Achievement          Target     Results     Achievement          Target     Results     Achievement

FY21-FY23

  $ 18,993     $ 17,443     91.8%           $ 13.62     $ 12.37     90.8%             7.90     7.64   96.7%   81%

 

*

Net Revenue numbers are in millions. Performance for Net Revenue and cumulative Diluted EPS is calculated based on exchange rates in effect at the beginning of the relevant performance period.

Restricted Stock Units

The Company uses restricted stock units as a reward and retention mechanism. The restricted stock units granted as part of our fiscal 2023 annual long-term incentive award to our NEOs, represented approximately 25% of their annual targeted equity award value and vest in three equal installments on the first three anniversaries of the grant date provided the recipient remains employed with the Company through the applicable vesting dates. Pro-rata vesting is provided earlier only in the event of the death, disability, early retirement at age 55 (with at least 10 years of credited service) or retirement at age 65 (with at least 5 years of credited service) of the executive. All other terminations of employment result in forfeiture of the awards.

Stock Options

Stock options granted as part of our fiscal 2023 annual long-term incentive award represented approximately 25% of the targeted equity award value for our NEOs, and vest in three equal installments on the first three anniversaries of the grant date, subject to the recipient’s continued employment with the Company through such vesting dates, and have seven-year terms. Options forward vest upon an executive officer retiring at age 65 or older with at least five years of credited service or upon an officer’s death or permanent disability.

 

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The Company does not manage the timing of equity grants to attempt to give participants the benefit of material non-public information. Annual option grants are made with effective dates in open trading windows following the Company’s release of its financial results. All option grants are made with an exercise price at or above the average of the high and low sales prices of the Company’s common stock on the grant date.

Fixed Compensation and Benefits

Base Salary

The Company’s philosophy is to review base salaries annually or more often if circumstances warrant. Increases in executive base salaries will continue to be considered: (i) in the event of increases in responsibility, (ii) to maintain competitiveness with market compensation offered to executives with similar responsibilities, expertise and experience in other companies the Company considers to be comparable to and/or competitive with the Company and (iii) to recognize continued individual performance and contribution. In 2023, an increase was made to the base salary of Ms. Williams from $600,000 to $675,000 and to the base salary of Mr. Sibley from $600,000 to $650,000 to remain competitive with companies in our peer group for similar positions and in the case of Ms. Williams to recognize her expanded role scope which includes all of Hasbro games.

Benefits

The Company’s executive officers also participate in certain employee benefit programs provided by the Company that are offered to the Company’s other full-time employees.

The executive officers of the Company are eligible for life insurance benefits on the terms applicable to the Company’s other employees. The Company’s executive officers participate in the same medical and dental benefit plans as are provided to the Company’s other employees. Pursuant to the plan design for our medical plan provided to employees in our Wizards business, Ms. Williams received an additional subsidy towards the applicable premium cost of her medical plan coverage that is equal to the employee premium for employee-only coverage.

Company-Sponsored Retirement Plans

The Company provides retirement benefits to employees of the Company’s U.S. operations primarily through the Hasbro, Inc. Retirement Savings Plan (the “401(k) Plan”) and the Supplemental Benefit Retirement Plan (the “Supplemental Plan”). The 401(k) Plan and Supplemental Plan provide for Company matching contributions and an annual Company contribution equal to 3% of aggregate salary and bonus. Executive officers are eligible to participate in the 401(k) Plan and Supplemental Plan on the same basis as all other U.S. Hasbro employees. The Supplemental Plan is intended to provide a competitive benefit for employees whose employer-provided retirement contributions would otherwise be limited. However, the Supplemental Plan is designed only to provide the benefit which the executive would have accrued under the Company’s 401(k) Plan if the Code limits had not applied. It does not further enhance those benefits. The amount of the Company’s contributions to our NEOs under both the 401(k) Plan and Supplemental Plan are included in the “All Other Compensation” column of the Summary Compensation Table that follows this report.

The Hasbro, Inc. Pension Plan (the “Pension Plan”), a defined benefit pension plan for eligible Company employees in the United States, and the pension portion of the Supplemental Plan, were frozen effective December 31, 2007. Executive officers hired prior to December 31, 2007, continued to participate in the Pension Plan and the pension portion of the Supplemental Plan, but did not accrue additional benefits thereunder subsequent to the plan freeze on December 31, 2007. The Pension Plan subsequently was annuitized and terminated.

Non-Qualified Deferred Compensation Plan

Executive officers who are employees of the Company’s U.S. operations are also eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which is available to all the Company’s employees based in the United States at or above selected management levels and whose annual base salary is equal to or greater than $150,000 in 2023. The Deferred Compensation Plan allows participants to defer compensation into various measurement funds, the performance of which determines the return on compensation deferred under the plan. Potential investment choices include a fixed rate option, a choice that tracks the performance of the Company’s Common Stock, and other equity indices. Earnings recorded on compensation

 

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deferred by the executive officers do not exceed the returns on the relevant investments earned by other non-executive officer employees deferring compensation into the applicable investment vehicles.

Perquisites

The Company offers perquisites that the Committee believes are reasonable yet competitive for attracting, retaining and compensating the Company’s executives. The Company reimburses designated executive officers for the cost of certain financial planning services they obtain from third parties provided that such costs are within the annual limits established by the Company. The 2023 annual limit on these costs for Mr. Cocks was $25,000, and $5,000 for each of the other NEOs. In connection with Mr. Cocks’s employment agreement and relocation to the Company’s headquarters in Rhode Island, the Company has reimbursed Mr. Cocks with certain relocation and travel expenses. The cost to the Company for these perquisites is included in the “All Other Compensation” column of the Summary Compensation Table.

Severance and Change in Control Benefits

A discussion of the severance and change in control benefits that may be payable to the NEOs in certain situations, as well as the plans under which those benefits are payable, can be found below under the heading “Potential Payments Upon Termination or Change in Control.”

 

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Other Compensation Considerations

Stock Ownership Guidelines

Our stock ownership and retention guidelines are rigorous.

 

Stock Ownership Guidelines*

CEO

   5X Base Salary

NEOs (other than CEO)

   2X Base Salary

 

*  Base salary, through termination of employment with the Company

An executive has five years to achieve the stock ownership requirement level. Thereafter, during the executive’s employment with the Company they must maintain the required stock ownership. All NEOs were either in compliance with the stock ownership guidelines or were within the five years they had to achieve the requisite ownership level, as of December 31, 2023.

Stock Retention Requirement

The Hasbro, Inc. Executive Stock Ownership Policy includes a requirement that executives retain 50% of any net shares realized from stock vesting or option exercises until the executive’s required ownership level is satisfied.

Anti-Hedging and Pledging Policies

The Company has had a long-standing policy in place that prohibits all directors, executive officers and other employees from hedging or pledging any Company securities.

Compensation and Risk Management

As part of structuring the Company’s executive compensation programs, the Committee (i) evaluates the connection between such programs and the risk-taking incentives they engender, to ensure that the Company is incenting its executives to take an appropriate level of business risk, but not excessive risk, and (ii) considers any changes in the Company’s risk profile and whether those changes should impact the compensation structure. To achieve this appropriate level of risk-taking, and avoid excessive risk, the Committee structures the compensation program to:

 

 

link the performance objectives under all incentive-based compensation to the strategic and operating plans of the Company which are approved by the full Board, with the Board ensuring that the goals set forth in such plans require significant performance to achieve, but are not so out of reach that they require excessively aggressive behavior to be met;

 

 

provide for a balance of shorter-term objectives or exercise periods (such as the annual cash incentive plan objectives) and longer-term objectives or exercise periods (such as the three-year performance period under the performance share awards and seven-year option terms) to mitigate the risk that short-term performance would be driven at the expense of longer-term performance and shareholder value creation; and

 

 

include stock ownership guidelines which require executives to maintain significant equity ownership during their entire career with the Company, thus linking personal financial results for the executives with the investment performance experienced by the Company’s shareholders over a significant period of time.

In addition to the analysis performed by the Committee, the Committee also had Meridian perform a risk assessment of the Company’s executive compensation programs and advise on the appropriateness of the levels of risk presented by those programs and the effectiveness of their design to mitigate risk. As a result of its analysis and the work performed by Meridian, the Committee believes the Company’s compensation programs promote appropriate, but not excessive, risk-taking and are designed to best further the interests of the Company while mitigating risk.

 

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Tax Considerations

For years prior to 2018, Section 162(m) of the Internal Revenue Code (as implemented by IRS guidance) limited companies’ deduction for compensation paid to the CEO and the other three most highly paid executives (excluding the CEO and CFO) to $1 million, but allowed for the deduction for performance-based compensation costs/expenses for amounts even in excess of the $1 million limit. As such, we structured our Restated 2003 Stock Incentive Performance Plan, as amended, (the “2003 Plan”) with the intention of meeting the requirements for performance-based compensation under Section 162(m). Effective January 1, 2018, the Tax Cut and Jobs Act (the “TCJA”) repealed this exclusion for performance-based compensation, and expanded the class of affected executives, which means that all compensation paid to persons who in 2017, or any year following, were the CEO, CFO (in 2018 or later) or one of the other three most highly paid executives (excluding our CEO and CFO) will be subject to the per-person annual cap of $1 million. For long-term incentive plan awards made on or prior to November 2, 2017, but not yet vested and/or paid out (other than time-based restricted stock units (including unexercised stock options), which are not qualified under Section 162(m) and therefore are not deductible, unless paid after the executive terminates), we expect that the Company will still be able to deduct those amounts, provided that the Company meets the requirements in the TCJA protecting grandfathered performance-based awards and certain other grandfathered compensation paid after termination of service.

The Committee believes that shareholder interests are best served by not restricting the Committee’s discretion and flexibility in crafting compensation programs, even if such programs may result in certain non-deductible compensation expenses. Accordingly, the Committee may provide compensation that is not deductible.

 

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Executive Compensation

The following table summarizes compensation paid by the Company for services rendered during fiscal 2023, 2022 and 2021 by the Named Executive Officers.

 

Summary Compensation Table

Name and Principal

Position

 

Fiscal

Year

    Salary(a)     Bonus(b)    

Stock

Awards(c)

   

Option

Awards(c)

   

Non-Equity

Incentive Plan

Compensation

(a)(d)

   

Change in

Pension Value

and

Non-Qualified

Deferred

Compensation(e)

   

All Other
Compensation

(f)

    Total  

Chris Cocks

    2023     $ 1,500,000     $  0     $ 7,875,020     $ 3,086,034     $ 1,944,000     $ 0     $ 705,815     $ 15,110,869  

Chief Executive Officer

    2022     $ 1,257,692     $ 0     $ 5,625,079     $ 2,246,689     $ 0     $ 1,121     $ 312,466     $ 9,443,047  
    2021     $ 702,885     $ 0     $ 1,144,267     $ 463,476     $ 1,300,000     $ 4,189     $ 137,585     $ 3,752,402  

Gina Goetter

    2023     $ 634,615     $ 350,000     $ 4,000,042     $ 0     $ 548,307     $ 0     $ 177,036     $ 5,710,001  

Executive Vice President and Chief Financial Officer

                                                                       

Cynthia Williams

    2023     $ 614,423     $ 500,000     $ 2,250,054     $ 881,730     $ 684,314     $ 0     $ 81,000     $ 5,011,520  

President Wizards of the Coast & Hasbro Gaming

    2022     $ 507,692     $ 500,000     $ 4,900,214     $ 337,954     $ 285,577     $ 0     $ 19,857     $ 6,551,294  

Tim Kilpin

    2023     $ 572,115     $ 0     $ 3,275,135     $ 471,084     $ 637,500     $ 0     $ 312,550     $ 5,268,385  

President Toys, Licensing & Entertainment

                                                                       

Tarrant Sibley

    2023     $ 619,423     $ 0     $ 1,650,084     $ 646,606     $ 401,386     $ 911     $ 71,948     $ 3,390,358  

Executive Vice President and Chief Legal Officer

                                                                       

Deborah Thomas (g)

    2023     $ 1,250,000     $ 0     $ 3,750,034     $ 1,469,545     $ 1,250,000     $ 0     $ 117,500     $ 7,837,079  

Former Executive Vice President, Chief Financial Officer

 

    2022     $ 1,192,308     $ 0     $ 3,450,106     $ 1,377,976     $ 0     $ 7,236     $ 32,450     $ 6,060,076  
    2021     $ 1,005,769     $ 0     $ 2,250,091     $ 893,640     $ 1,600,000     $ 33,512     $ 227,394     $ 6,010,406  

Eric Nyman (h)

    2023     $ 296,154     $ 0     $ 3,300,056     $ 1,293,199     $ 118,462     $ 0     $ 817,042     $ 5,824,913  

Former President & Chief Operating Officer

    2022     $ 1,032,308     $ 0     $ 4,050,095     $ 1,239,228     $ 0     $ 2,340     $ 39,311     $ 6,363,282  

 

(a)

For all NEOs, includes amounts deferred pursuant to the Company’s 401(k) Plan and Deferred Compensation Plan. The base salary for Ms. Goetter and Mr. Kilpin reflect amounts earned by each for the period of employment during 2023. Ms. Goetter joined the Company in May 2023 and Mr. Kilpin joined the Company in April 2023.

 

(b)

For Ms. Goetter, reflects the payment of a sign-on bonus in connection with her offer of employment.

 

For Ms. Williams, reflects the second and final payment of a sign-on bonus in connection with her offer of employment; the first portion was paid in 2022.

 

(c)

Reflects the grant date fair value for stock and option awards to the Named Executive Officers. Please see note 15 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for a detailed discussion of assumptions used in valuing options and stock awards generally and see footnote (f) to the following Grants of Plan-Based Awards table for a discussion of certain assumptions used in valuing equity awards made to the Named Executive Officers.

 

In each of the years shown, executives other than Ms. Goetter, were granted non-qualified stock options and performance share awards. These executives, including Ms. Goetter, were granted restricted stock awards in each of the years shown.

 

The grant date fair values included in the table for the PSA awards have been calculated based on the probable outcomes under such awards (assumed to be realization of the target values of such awards). If it were assumed that the maximum amount payable under each of the PSA awards were paid, which maximum is 250% of the target value provided financial metrics are achieved with applied TSR modifier, then the grant date fair values included under the stock award column for each of the named executive officers for performance shares would have been as follows: Mr. Cocks – $13,125,034; Ms. Williams – $3,750,089; Mr. Kilpin – $2,125,138; Mr. Sibley – $2,750,093; Ms. Thomas – $6,250,010; and Mr. Nyman – $5,500,047. This is in addition to the grant date fair value of the annual grant of restricted stock units for each Named Executive Officer.

 

(d)

These amounts consist entirely of the management incentive awards earned by such executives under the Company’s Performance Rewards Plan (Annual Incentive Plan) for the applicable year.

 

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(e)

The amounts reflected in this column include the change in pension value during fiscal 2023, 2022, and 2021. The change in pension value in 2023 was an increase of $911 for Mr. Sibley, a decrease of $10,232 for Ms. Thomas, and a decrease of $2,104 for Mr. Nyman which was attributable to the distribution of his outstanding balance following his termination. The change in pension value in 2022 was a decrease of $35,477 for Ms. Thomas, and a decrease of $373 for Mr. Nyman. The change in pension value in 2021 was an increase of $8,395 for Ms. Thomas.

 

No amounts earned on balances under the supplemental plan in 2023 are considered above market.

 

Does not include the following aggregate amounts, in fiscal 2023, 2022, and 2021, respectively, which were earned by the executives on the balance of (i) compensation previously deferred by them under the Deferred Compensation Plan and (ii) amounts previously contributed by the Company to the executive’s account under the Supplemental Plan (401(k)):

 

 Earnings on Deferred Compensation under Deferred Compensation Plan and

 Amounts contributed under Supplemental Plan

   2023      2022     2021  

Chris Cocks

   $ 369,347      $ (101,587   $ 68,625  

Gina Goetter

                   

Cynthia Williams

   $ 47,561      $ (7,521      

Tim Kilpin

   $ 1,399               

Tarrant Sibley

   $ 19,754               

Deborah Thomas

   $ 211,304      $ (137,530   $ 195,347  

Eric Nyman

   $ 17,837      $ 13,884        

 

Earnings on compensation previously deferred by the executive officers and on the Company’s prior contributions to the Supplemental Plan do not exceed the market returns on the relevant investments which are earned by other participants selecting the same investment options.

 

(f)

Includes the following amounts for fiscal 2023, 2022, and 2021, respectively, paid by the Company for each Named Executive Officer in connection with a program whereby certain financial planning, legal and tax preparation services provided to the individual are paid for by the Company:

 

 Financial Planning, Legal and Tax Preparation Services    2023      2022      2021  

Chris Cocks

   $ 3,275      $ 1,235      $ 1,235  

Gina Goetter

                    

Cynthia Williams

                    

Tim Kilpin

                    

Tarrant Sibley

                    

Deborah Thomas

   $ 5,000      $ 5,000      $ 1,875  

Eric Nyman

   $ 503      $ 11,861         

 

For Mr. Cocks, the amounts include $392,606 in payments related to his relocation, $70,059 in additional gross-up payments intended to negate the impact of taxes on the relocation benefits, as well as $104,875 related to personal travel, in connection with his relocation to the New England area. The amounts in 2022 include $161,242 in payments related to his relocation, as well as $122,539 in additional gross-up payments intended to negate the impact of taxes on the relocation benefits. The amounts in 2021 include matching charitable contributions made in the name of Mr. Cocks for $1,000 in 2021.

 

For Ms. Goetter, the amounts include $66,420 in payments related to her relocation, $55,095 in additional gross-up payments intended to negate the impact of taxes on the relocation benefits, as well as $36,484 related to personal travel, in connection with her relocation to the New England area.

 

For Mr. Kilpin, the amounts include $101,571 in payments related to his relocation, $87,119 in additional gross-up payments intended to negate the impact of taxes on the relocation benefits, as well as $72,369 related to personal travel, in connection with his relocation to the New England area.

 

 

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For NEOs, the amounts include the Company’s matching contribution to each executive’s savings account and the annual company contribution for each executive under the 401(k) Plan and the Supplemental Plan, with such amounts as follows:

 

 Matching Contributions    2023      2022      2021  

Chris Cocks

   $ 135,000      $ 27,450      $ 135,350  

Gina Goetter

   $ 19,038                

Cynthia Williams

   $ 81,000      $ 19,857         

Tim Kilpin

   $ 51,490                

Tarrant Sibley

   $ 71,948                

Deborah Thomas

   $ 112,500      $ 27,450      $ 225,519  

Eric Nyman

   $ 12,692      $ 27,450         

 

For NEO’s, these amounts are in part contributed to the individual’s account in the 401(k) Plan and, to the extent in excess of certain Code maximums, deemed allocated to the individual’s account in the Supplemental Plan (401(k)).

 

(g)

Ms. Thomas entered into a transition agreement and served as an advisor to the Company, effective March 10, 2023 through fiscal year end 2023.

 

(h)

Mr. Nyman ceased to serve as President and Chief Operating Officer effective March 31, 2023.

 

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The following table sets forth certain information regarding grants of plan-based awards for fiscal 2023 to the Named Executive Officers.

 

Grants of Plan-Based Awards

Name

 

 

Grant
Date

 

   

 

 

 

 

Estimated Future Payouts Under
Non-Equity

Incentive Plan Awards

   

Estimated Future Payouts

Under Equity

Incentive Plan Awards

   

All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or Units

(#)

 

   

All Other
Option
Awards:
Number of
Securities
Underlying
Options

(#)

 

   

Exercise
or Base
Price of
Option

Awards

($/Sh)

 

   

Grant

Date Fair
Value of
Stock and
Option

Awards
($)(f)

 

 
 

Threshold

($)

   

Target

($)

   

Maximum

($)

   

Threshold

(#)

   

Target

(#)

   

Maximum

(#)

 

Chris Cocks

    2/9/2023 (a)      $ 2,250,000                  
    3/9/2023 (b)            47,060       94,120       235,300           $ 5,250,014  
    2/24/2023 (c)                  47,060         $ 2,625,007  
      2/24/2023 (d)                                                              235,216     $ 55.78     $ 3,086,034  

Gina Goetter

    3/9/2023 (a)      $ 1,000,000                  
      5/17/2023 (c)                                                      64,820                     $ 4,000,042  

Cynthia Williams

    2/9/2023 (a)      $ 506,250                  
    3/9/2023 (b)            13,446       26,892       67,230           $ 1,500,036  
    2/24/2023 (c)                  13,446         $ 750,018  
      2/24/2023 (d)                                                              67,205     $ 55.78     $ 881,730  

Tim Kilpin

    3/9/2023 (a)      $ 637,500                  
    5/17/2023 (b)            6,888       13,775       34,438           $ 850,055  
    5/17/2023 (c)                  6,888         $ 425,058  
    5/17/2023 (e)                  32,410         $ 2,000,021  
      5/17/2023 (d)                                                              34,436     $ 61.71     $ 471,084  

Tarrant Sibley

    2/9/2023 (a)      $ 487,500                  
    3/9/2023 (b)            9,861       19,721       49,303           $ 1,100,037  
    2/24/2023 (c)                  9,861         $ 550,047  
      2/24/2023 (d)                                                              49,284     $ 55.78     $ 646,606  

Deborah Thomas

    2/9/2023 (a)      $ 1,250,000                  
    3/9/2023 (b)            22,410       44,819       112,048           $ 2,500,004  
    2/24/2023 (c)                  22,410         $ 1,250,030  
      2/24/2023 (d)                                                              112,008     $ 55.78     $ 1,469,545  

Eric Nyman

    2/9/2023 (a)      $ 1,100,000                  
    3/9/2023 (b)            19,721       39,441       98,603           $ 2,200,019  
    2/24/2023 (c)                  19,721         $ 1,100,037  
      2/24/2023 (d)                                                              98,567     $ 55.78     $ 1,293,199  

 

(a)

These management incentive awards were made pursuant to the Company’s Performance Rewards Plan (Annual Incentive Plan).

 

(b)

All of these performance share awards were granted pursuant to the 2003 Plan. These awards provide the recipients with the ability to earn shares of the Company’s Common Stock based on the Company’s achievement of stated cumulative diluted earnings per share (“EPS”), average return on invested capital (“ROIC”), and a relative TSR modifier over a three-year period including fiscal years 2023 through 2025 (the “Performance Period”). Each Performance Share Award has a target number of shares of Common Stock associated with such award which may be earned by the recipient if the Company achieves the stated EPS and ROIC targets set for the Performance Period and may be modified by the TSR performance.

 

(c)

All of these restricted share units were granted pursuant to the 2003 Plan. These units vest in equal annual installments over the first three anniversaries of the date of grant. Awards may be eligible for accelerated vesting in connection with a change-in-control or certain termination scenarios, as described more fully below under “Potential Payments Upon Termination or Change in Control; Employment Agreements”.

 

(d)

All of these options were granted pursuant to the 2003 Plan. These options are non-qualified, were granted with an exercise price equal to the average of the high and low sales prices of the Company’s common stock on the date of grant, and vest in equal annual installments over the first three anniversaries of the date of grant. Awards may be eligible for accelerated vesting in connection with a change-in-control or certain termination scenarios, as described more fully below under “Potential Payments Upon Termination or Change in Control; Agreements and Arrangements Providing Post-Employment and Change in Control Benefits”.

 

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(e)

All of these restricted share units were granted pursuant to the 2003 Plan. These units vest in equal installments on May 17, 2024, May 17, 2025, and May 17, 2026.

 

(f)

The Grant Date Fair Values for options for the Named Executive Officers were determined using the standard application of the Black-Scholes option pricing model using the following weighted average assumptions: The Grant Date Fair Values for options for the Named Executive Officers were determined using the standard application of the Black-Scholes option pricing model. The following weighted average assumptions were used for executive officer awards: volatility 38.06%, dividend yield 5.02% and a risk-free interest rate of 4.36% based on the options being outstanding for approximately 4 years. The following weighted average assumptions were used for other non-officer employee awards that were granted on May 17, 2023: volatility 38.65%, dividend yield 4.54% and a risk-free interest rate of 3.80% based on the options being outstanding for approximately 3 years. Please see note 15 to the financial statements included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2023, for a detailed discussion of the assumptions used in valuing these options and stock awards.

The following table sets forth information for equity awards held by the named individuals as of the end of the 2023 fiscal year.

 

Outstanding Equity Awards at Fiscal Year-End

    Option Awards     Stock Awards  
Name  

Number of
Securities
Underlying
Unexercised
Options

(# Exercisable)

   

Number of
Securities
Underlying
Unexercised
Options

(# Unexercisable)

   

Equity

Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

(#)