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,

		Richard S. Stoddart Chair of the Hasbro Board of Directors

Hasbro, Inc. Notice of 2024

Annual Meeting of Shareholders

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

Voting

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,

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.

Table of Contents

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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.

Agenda Item		Board Recommendation		Page Number
Proposal 1 Election of Eleven (11) Directors		“FOR ALL” Hasbro director nominees		1
Proposal 2 Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers		“FOR”		69
Proposal 3 Ratification of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal Year 2024		“FOR”		70
Proposal 4 Approval of Amendments to the Company’s Restated 2003 Stock Incentive Performance Plan, as amended		“FOR”		76

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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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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			✓
Christian P. Cocks Chief Executive Officer of Hasbro			50				2022
Lisa Gersh Outside Advisor; Former Chief Executive Officer of Alexander Wang			65				2010			✓
Frank D. Gibeau President of Zynga at Take-Two Interactive			55				2024			✓
Elizabeth Hamren Chief Executive Officer of Ring, Inc.			52				2022			✓
Darin S. Harris Chief Executive Officer of Jack In the Box, Inc.			55				2024			✓
Blake J. Jorgensen Former Chief Financial Officer of Electronic Arts Inc. and PayPal Holdings, Inc.			64				2022			✓
Owen Mahoney Former Chief Executive Officer and President of Nexon Co. Ltd.			57				2024			✓
Laurel J. Richie Independent Branding Consultant; Former President of Women’s National Basketball Association			65				2020			✓
Richard S. Stoddart Chair of the Board of Hasbro and Former President and Chief Executive Officer of InnerWorkings, Inc.			61				2014			✓
Mary Beth West Former Senior Vice President, Chief Growth Officer of The Hershey Company			61				2016			✓

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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.

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.

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:

Governance Changes:

Compensation Changes:

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ESG Updates:

Disclosure Changes:

Overview

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

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.

ESG Strategic Priorities

Carbon Reduction:

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Climate Risk and Resilience:

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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.

  x

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”.

  xi

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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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)

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:

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.

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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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Our Board of Directors has five standing committees:

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.

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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.

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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.

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.

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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.

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 31^st of the calendar year in which the deferred compensation otherwise would have been paid and one-half on the next December 31^st, 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.

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.

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.

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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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:

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.

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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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.

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.

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.

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.

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.

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.

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.

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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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.

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.

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.

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.

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.

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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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

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”).

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

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.

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.

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.

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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:

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:

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

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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:

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.

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.

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.

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.

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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

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.

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

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