HERSHEY CO
For the period ended May 5, 2026. Filed Mar 25, 2026.
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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 5, 2026 · Filed Mar 25, 2026
Contents
Compensation Components
Our executive compensation program includes the following key elements. For 2025, the Compensation Committee did not increase the amount of any element of target total direct compensation for any of our NEOs given the challenging business performance in 2024.
| Element | Design | Purpose |
|---|---|---|
| Base Salary | Fixed compensation component. Reviewed annually and adjusted as appropriate. | Intended to attract and retain executives with proven skills and leadership abilities that will enable us to be successful. |
| Annual Incentive Award (OHIP) | Variable, performance-based compensation component. Payable based on business results and subject to adjustment based onthe quality of our financial results inconjunction with our non‐financialperformance. | Intended to motivate and reward executives for successful execution of strategic priorities. |
| Annual Long-Term Incentive Awards | Variable compensation component. Granted annually as a combination of RSUs and PSUs. PSUs are considered to be performance-based; the value of amounts actually earned depends on Company and stock price performance. | Intended to motivate and reward executives for long-term Company financial performance and enhanced long-term stockholder value by balancing compensation opportunity and risk, while encouraging sustained performance and retention. |
The following charts illustrate the weighting of base salary, annual incentive awards and annual long-term incentive awards at target for our current CEO and our other NEOs during 2025:
| *Reflects Mr. Tanner’s target total direct compensation for year of hire | **Includes all NEOs other than Ms. Buck and Mr. Tanner |
|---|---|
| At-Risk Compensation = 90% | At-Risk Compensation = 78% |
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