HASBRO, INC.
For the period ended Jun 11, 2026. Filed Apr 17, 2026.
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Jun 11, 2026 · Filed Apr 17, 2026
Contents
– Executive Compensation Program Elements
Executive Compensation Elements
The NEOs receive a mix of fixed and variable compensation. The following discussion summarizes the various elements of the executive compensation program.
Base Salary
The Company’s philosophy is to review base salaries annually or more often if circumstances warrant. Increases in executive base salaries are considered: (i) in the event of increases in responsibility; (ii) to maintain market competitiveness with 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. Following this review in 2025, the Committee approved a base salary increase for Mr. Sibley from $650,000 to $700,000.
| Named ExecutiveOfficer | 2024 Base Salary ($) | 2025 Base Salary ($) | % Change |
|---|---|---|---|
| Chris Cocks | $1,500,000 | $1,500,000 | — |
| Gina Goetter | $1,000,000 | $1,000,000 | — |
| John Hight | $ 725,000 | $ 725,000 | — |
| Tim Kilpin | $ 850,000 | $ 850,000 | — |
| Tarrant Sibley | $ 650,000 | $ 700,000 | 8% |
Variable and Performance-Based Compensation Elements
A significant portion of the total compensation opportunity for our NEOs is variable and 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 2025, the Committee determined that the following forms of compensation and performance metrics were appropriate for aligning executive compensation with Company performance and shareholder interests.
| Component Incentive Compensation | Performance Metrics | Objective | ||||
|---|---|---|---|---|---|---|
| Annual Incentive | Net Revenue | Measures annual top line growth | ||||
| Operating Profit Dollars | Measures ability to maximize profitability and drive shareholder value | |||||
| Individual Performance Adjustment | Measures performance against individual objectives | |||||
| Long-termIncentive | Cumulative Diluted Earnings Per Share | Measures long-term profitability | ||||
| Performance Share Units | Total Shareholder Return | Our Relative TSR modifier promotes alignment of long-term incentive compensation award outcomes with relative shareholder returns. Modification determined based on company value, provides direct alignment with the shareholder experience of value creation. | ||||
| Restricted Stock Units | Stock Price | Provides alignment with company performance | ||||
Annual Incentive Compensation
The annual incentive plan is designed to incentivize our NEOs to achieve critical 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 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. The annual incentive award opportunity was increased for Mr. Cocks in 2025 from 175% to 200% to more closely align with market as part of the planned progression of Mr. Cocks’ compensation as CEO. In addition, the annual incentive award opportunity for Mr. Sibley increased in 2025 from 75% to 85% to more closely align with market.
| Named Executive Officer | 2025 Target Annual Incentive Award Opportunity (% of Base Salary) |
|---|---|
| Chris Cocks | 200% |
| Gina Goetter | 100% |
| John Hight | 100% |
| Tim Kilpin | 100% |
| Tarrant Sibley | 85% |
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 maximum performance results in a 200% payout. The financial payouts are determined by interpolation and a payout scale that has a slower payout for modest growth with the rate increasing as performance increases. 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
The following shows the performance measures assigned to each of the Named Executive Officers, together with the indicated weight based on the Company’s 2025 operating plan and budget. As part of establishing the 2025 operating plan and budget, management along with the Committee underwent a rigorous goal setting process to ensure the annual incentive performance goals were in furtherance of executing on the Company’s Playing to Win strategy. More specifically, the financial metrics set for the annual incentive plan took into account the Company’s ongoing efforts to expand our consumer reach as a games, IP, and toy company through play fueled brand engagement and partner scaled co-investment, including video games, artificial intelligence (“AI”) enabled entertainment, and licensing. To significantly extend our consumer reach and drive our revenue and profit growth, we have been focusing on five key strategic building blocks:
| • | Anytime is Playtime: Focus on winning play occasions and distribution point by making our brands accessible, relevant, and engaging wherever, whenever, and however consumers choose to play. |
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| • | Aging Up: Expand our consumer base and drive play and collectible experiences for fans of all ages, recognizing that consumers aged 13 and above are gaining purchase share. |
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| • | Everyone Plays: Engage across the play spectrum to where we under-index and capture new consumers across demographics and markets. |
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| • | Digital and Direct: Embrace new ways to engage with our consumers through video games, digital technology and direct-to-consumer interactions. |
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| • | Partner Scale: Capitalize on our partners’ investments and scale to enhance our brands through strategic relationships and licensing arrangements. |
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With the guiding objectives of the Playing to Win strategy, the Committee approved the removal of the strategic cost savings metric and increased the emphasis on net revenue and operating profit dollars metrics for the Company and business units. The strategic cost savings metric was introduced as a temporary measure to support the Company’s multi-year transformation initiatives. While disciplined cost management remains an important priority for the Company, the Committee determined that a greater focus on core financial performance metrics would more effectively align incentives with the Company’s ongoing business priorities and long-term shareholder value creation. Accordingly, 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 Toys, Games, Licensing & Entertainment (“TGLE”) 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. For TGLE, the focus on returning to profitability was viewed as a key driver in the metrics. The annual incentive payout calculations, including weightings and targets, for each of the Named Executive Officers are set forth below.
Calculation of 2025 Annual Incentive Payout
The tables below show the calculation of the 2025 annual incentive award for each eligible NEO.
Mr. Cocks, Ms. Goetter and Mr. Sibley’s 2025 Calculated Annual Incentive Payout Percentage
| Goal · Actual · Percentage Achievement · Final Payout % | |||||
|---|---|---|---|---|---|
| Company Net Revenue (Weighted 50%) | $4,111,000 | $4,607,000 | 112% | 100% | |
| Company Operating Profit Dollars (Weighted 50%) | $892,000 | $1,114,000 | 125% | 100% | |
| All numbers are in thousands, except percentages | Final Payout Percentage based onMetrics | 200% | |||
Mr. Hight’s 2025 Calculated Annual Incentive Payout Percentage
| Goal · Actual · Percentage Achievement · Final Payout % | |||||
|---|---|---|---|---|---|
| Wizards Business Area Net Revenue (Weighted 40%) | $1,601,000 | $2,150,000 | 134% | 80% | |
| Wizards Business Area Operating Profit Dollars (Weighted 40%) | $650,000 | $ 985,000 | 152% | 80% | |
| Company Operating Profit Dollars (Weighted 20%) | See details above | 40% | |||
| All numbers are in thousands, except percentages | Final Payout Percentage based onMetrics | 200% | |||
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’s 2025 Calculated Annual Incentive Payout Percentage
| Goal | Actual | Percentage Achievement | FinalPayout % | |
|---|---|---|---|---|
| TGLE Business Area Net Revenue (Weighted 40%) | $2,610,000 | $2,457,000 | 94% | — |
| TGLE Business Area Operating Profit Dollars (Weighted 40%) | $322,000 | $157,000 | 49% | — |
| Company Operating Profit Dollars (Weighted 20%) | See details above | 40% | ||
| All numbers are in thousands, except percentages | Final Payout Percentage based onMetrics | 40% | ||
Note: For the business area to have a payout on the business area component both business area metrics must achieve the minimum threshold.
Calculated 2025 Annual Incentive Payouts
With respect to the 2025 annual incentive plan payouts, the Committee reviewed the performance of the Company and its business areas against the annual incentive plan target metrics for fiscal year 2025. The Committee reviewed the base incentive awards that would have been received by the NEOs using the Company and business area performance against the target metrics. 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.
The Committee considered the formulaic calculation of each Named Executive Officer’s annual incentive bonus together with the performance of each such executive against his or her performance objectives. The Committee was pleased with the performance of each of the Named Executive Officers against objectives. After this review, the Committee believed that the formulaic calculation appropriately compensated the Named Executives for 2025, and accordingly, the Committee determined to not make individual performance modifications for the NEOs.
The table below shows each eligible NEO’s final 2025 annual incentive payout.
| Named Executive Officer | 2025 Target Incentive Award Opportunity | 2025 Final Incentive Award | Final Incentive Award as a % of Target |
|---|---|---|---|
| Chris Cocks | $3,000,000 | $6,000,000 | 200% |
| Gina Goetter | $1,000,000 | $2,000,000 | 200% |
| John Hight | $725,000 | $1,450,000 | 200% |
| Tim Kilpin | $850,000 | $340,000 | 40% |
| Tarrant Sibley | $586,827 | $1,173,654 | 200% |
| Note: Incentive amounts shown above are calculated using fiscal year 2025 earnings. | |||
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 units.
Annual Long-Term Incentive Awards
Long-term incentive compensation is provided to our NEOs in the form of performance share units and time-based restricted stock units.
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 pay-for-perfomance alignment. Targets are expressed as a percentage of each individual’s base salary. In 2025, the Committee working closely with Meridian, 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 overall compensation. As a result, the Committee increased the LTI target value % for Mr. Sibley from 200% to 225% of base salary to more closely align total target direct compensation with the market.
The 2025 LTI Award target value for our NEOs were as follows:
| Named Executive Officer | 2025 LTI Award Target Value % of Base Salary |
|---|---|
| Chris Cocks | 700% |
| Gina Goetter | 300% |
| John Hight | 250% |
| Tim Kilpin | 250% |
| Tarrant Sibley | 225% |
Performance Share Units
Performance Share Units (“PSU 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 2025, the Committee set the performance metric for the PSU Awards issued to our NEOs as cumulative diluted EPS (100%). The Committee selected this performance metric because it is an important driver of long-term sustainable Company performance with respect to effective profitability and balance sheet management. This metric is subject to +/- 25% modifier for the Company’s relative TSR performance against the S&P 500 TSR comparator group. Beginning with awards granted in 2025, if our cumulative TSR at the end of the 3-year performance period is greater than or equal to 33%, the award vests at a minimum of 50% of target. This feature ensures that vesting is determined based on company value and provides direct alignment with the shareholder experience of value creation. The Committee believes these performance metrics are key factors in aligning pay with performance and the interests of our executives with those of our shareholders.
The following table outlines payout at threshold, target and maximum performance for the PSU Awards.
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| EPS | |||
| Performance | 80% | 100% | 125% |
| Payout | 50% | 100% | 200% |
| RELATIVE TSR MODIFIER | |||
| Performance | < 25th percentile | 25th - 75th percentile | >75th percentile |
| Payout | -25% | No Adjustment | +25% |
FY23-FY25 PSU Award
Each year the Committee reviews the PSU Awards whose performance period ends during such fiscal year to determine whether the applicable performance criteria have been satisfied. In fiscal 2023, the Committee issued a PSU Award for the three-year performance period that included fiscal 2023, 2024 and 2025 (the “FY23-FY25 PSU Award”). The Committee issued awards to Messrs. Cocks, Kilpin and Sibley. Ms. Goetter did not receive PSUs as part of her new hire award in 2023 and Mr. Hight joined Hasbro in 2024 so was not eligible for this award. After the end of the performance period, the Committee reviewed and determined that the FY23-FY25 PSU Award achieved 92% of target performance.
The following table compares the actual results achieved for the FY23-FY25 PSU against the targeted goals for the three-year performance period.
| FY23-FY25 Performance Period · Target2 · Results2 · Achievement · WeightedPayoutPercentage | |||||
|---|---|---|---|---|---|
| Cumulative Diluted EPS1 (Weighted 50%) | $13.69 | $12.65 | 92% | 40% | |
| Average ROIC (Weighted 50%) | 11.9% | 12.1% | 101% | 52% | |
| Final Payout Percentage basedon Metrics | 92% | ||||
| 1 | Performance for cumulative Diluted EPS is calculated based on exchange rates in effect at the beginning of the relevant performance period. ROIC is return on invested capital. |
| 2 | The target amounts and results have been adjusted to exclude the impact of eOne due to its divestiture in 2023. |
The chart below shows the historical Performance Share Unit payouts over the last three years.
Restricted Stock Units
The Company uses Restricted Stock Units (RSUs) as an effective tool to align executives with stockholder interests by making them owners of Hasbro’s stock. The restricted stock units granted as part of our fiscal 2025 annual long-term incentive award to our NEOs, represented approximately 50% 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. These are an effective compensation tool in helping us to retain critical talent and ensuring that executives have meaningful outstanding unvested equity. 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.
Dividend Equivalent Units
Beginning with employee stock incentive awards granted in 2022, the payment of cash dividends to shareholders also results in the crediting of dividend equivalent units (“DEUs”) to holders of unvested RSUs and PSUs. The DEUs are credited as additional RSUs or PSUs and settled in connection with the vesting of associated awards. DEUs are forfeited in the event the underlying RSUs or PSU’s do not vest.
Equity Award Granting Practices
The Committee typically approves annual long-term incentive awards for NEOs and other members of the executive leadership team each February at a regular meeting of the Compensation and Talent Committee (CEO awards are approved by the full Board of Directors). The annual grant date typically takes place within a few weeks before the end of the first quarter.
During fiscal 2025, equity awards generally were granted on regularly scheduled predetermined dates. The Committee does not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information based on equity award grant dates. Beginning in 2024, Hasbro ceased granting stock options as an equity vehicle to all employees.
Benefits
The Company’s executive officers 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 also participate in the same medical and dental benefit plans as are provided to the Company’s other employees.
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 a discretionary annual Company contribution up 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.
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, was 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 $160,000 in 2025. 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 other non-executive officer employees deferring compensation into the applicable investment vehicles.
Perquisites
The Company offers perquisites that the Committee believes are reasonable yet competitive for attracting, retaining and compensating the Company’s executives. The Company reimburses designated executive officers for the cost of certain tax and financial planning services they obtain from third parties provided that such costs are within the annual limits established by the Company. The 2025 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, the Company pays a stipend of $125,000 per year to contribute to covering travel expenses incurred by Mr. Cocks or members of his family. This stipend replaces the reimbursement mechanism for these types of travel expenses included in his prior employment agreement. In connection with relocation, Ms. Goetter is eligible to receive up to $50,000 for family travel expense reimbursement in 2025. Mr. Hight was eligible for up to $50,000 in family travel expense reimbursement within the initial 12 months of employment. The cost to the Company for these perquisites is included in the “All Other Compensation” column of the Summary Compensation Table.
Severance and Change in Control Benefits
A discussion of the severance and change in control benefits that may be payable to the NEOs in certain situations, as well as the plans under which those benefits are payable, can be found below under the heading “Potential Payments Upon Termination or Change in Control.”
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