HASBRO INC
For the period ended May 21, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 4, 2025
Contents
– Compensation Process
Hasbro’s executive compensation program is structured with input, analysis, review and/or oversight from various sources, including:
| • | The Compensation and Talent Committee (the “Committee”); |
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| • | The full Board; |
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| • | The Committee’s independent compensation consultant, Meridian Compensation Partners LLC (“Meridian”); |
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| • | The Company’s Chief Executive Officer; |
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| • | The Company’s Executive Vice President and Chief People Officer; and |
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| • | Market studies and other comparative compensation information. |
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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 Executive Vice President and 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 2024 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 leading game, intellectual property and toy company, the companies with which Hasbro competes for executive talent is intense and the skills and expertise required of Hasbro’s executives is diverse and continues to evolve with our refreshed strategy. The Company competes with a broad range of companies that focus on digital gaming, licensing intellectual property brands, consumer products and entertainment, in the hiring and retention of executives.
The Committee, with the assistance of its independent compensation consultant, annually reviews the compensation peer group. Our peer group for 2024 included the following companies:
| Activision Blizzard, Inc. | Live Nation Entertainment, Inc. | Spin Master Corp. | The J.M. Smucker Company |
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| Crocs, Inc. | Mattel, Inc | Take-Two Interactive Software, Inc. | Topgolf Callaway Brands Corp. |
| Electronic Arts, Inc | Roblox Corp. | The Hershey Company | Under Armour, Inc. |
In light of Microsoft’s acquisition of Activision Blizzard during 2024, as part of the overall market review of the peer group, the Committee, with assistance from its independent consultant, reviewed the compensation peer group and added iHeartMedia, Inc. for 2025 to ensure the peer group remained appropriate from a size standpoint and a reasonable sample size.
Role of the Independent Compensation Consultant
In reviewing and establishing the fiscal 2024 compensation program for the Company’s executive officers, the Committee received input and recommendations from representatives from Meridian, an independent compensation consultant. Meridian was retained by, and 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 2024.
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 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.