HASBRO INC

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 andnon-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.

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 againstpre-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 onpre-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.

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 againstmid-point of target range (e.g., $125 million and $60 million, respectively).

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

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 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.

2023 Annual Incentive Payouts

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

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, andnon-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.

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

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

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%.

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.

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.

The Company does not manage the timing of equity grants to attempt to give participants the benefit of materialnon-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 deferred by the executive officers do not exceed the returns on the relevant investments earned by othernon-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.”