Hasbro : 2026 Proxy Statement
HAS
Published on 04/17/2026 at 09:22 am EDT
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Letter to Our Shareholders
April 17, 2026
Dear Hasbro Shareholders,
Hasbro continues to execute its "Playing to Win" strategy, anchored in its mission to create joy and community through the magic of play. As a games,
intellectual property and toy company, Hasbro is focused on expanding consumer reach and delivering sustainable, profitable growth across a portfolio of gamified, entertainment-driven, multi-purchase, multi-generational franchises.
Over the past several years, the Company has undertaken a deliberate transformation to sharpen portfolio focus, strengthen operating discipline and improve financial performance. The reset initiated in 2023 established a stronger foundation. In 2024, the Company began rebuilding momentum. In 2025, the Company advanced execution with continued emphasis on margin expansion, cash generation and continued disciplined capital allocation.
Strategy and Portfolio Focus
The Company's strategy is guided by five core pillars that shape decision-making and investment allocation:
Anytime is Playtime - Winning across play occasions and distribution points by ensuring accessible, relevant and engaging brands wherever and however consumers choose to play.
Aging Up - Expanding play and collectible experiences for older fans, recognizing the increasing purchasing power of consumers aged 13 and above.
Everyone Plays - Broadening reach across demographics and markets where the Company is under-indexed.
Digital and Direct - Deepening consumer engagement through video games, digital platforms and direct-to-consumer capabilities.
Partner Scale - Leveraging strategic partnerships and licensing relationships to extend the reach and impact of the Company's intellectual property in capital-efficient ways.
In 2025, the Company continued to prioritize investment in high-margin, franchise-led opportunities while maintaining strict cost and working capital discipline. Wizards of the Coast and Digital Gaming delivered another strong year, underscoring the value of engagement-driven, recurring revenue streams within the Company's portfolio. The Company's licensing business further amplified the reach of the Company's intellectual property through strategic, asset-light partnerships. The Company's toy business showed improvement and resiliency in an unpredictable market. Lastly, the Company continued advancing its Operational Excellence program, designed to streamline processes, optimize the Company's supply chain and structurally improve profitability. These efforts are critical to sustaining margin performance in a dynamic environment.
Governance and Board Evolution
The Board remains committed to ensuring that its composition reflects the skills and experience necessary to support Hasbro's strategy. In early 2026, we welcomed Carla Vernón and Doug Bowser to the Board. Carla has deep experience in global brand leadership and operational execution, and Doug adds significant expertise in digital gaming and global franchise management. Their perspectives strengthen our oversight of franchise growth and digital expansion. We also extend our sincere appreciation to Mary Beth West, who will retire from the Board at the annual meeting. Mary Beth's leadership and counsel were invaluable during a period of significant transformation for Hasbro. We thank her for her dedicated service.
Looking Ahead
Hasbro today is a more focused, franchise-driven and operationally disciplined organization. The Board is confident in the Company's strategic direction and management's execution, and we remain committed to long-term value creation for our shareholders. Thank you for your continued confidence and support.
Sincerely,
Richard S. Stoddart
Chair of the Hasbro Board of Directors
Hasbro, Inc. Notice of 2026
Date: Thursday, June 11, 2026
Time: 11:00 a.m. Eastern Time
Virtual Meeting: The 2026 Annual Meeting of Shareholders (the "Annual Meeting") will be held in a virtual format only. Shareholders will be able to listen, vote, and submit questions during the Annual Meeting from any location that has Internet connectivity by registering to attend the meeting at https://www.meetnow.global/MHMKPY9.
Record Date: Only shareholders of record of the Company's common stock, par value $0.50 per share ("Common Stock"), at the close of business on April 13, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
How to Vote
Items of Business
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 fiscal 2026. Transact other business as may properly come before the meeting and any adjournment or postponement thereof.
Vote Right Away Through Advance Voting Methods
Vote During the Meeting
by Internet
by Phone
by Mail
See the instructions in our Q&A
Go to the website
Call the number on
Sign, date and return
about the Proxy Materials and the
identified on the enclosed proxy card
the enclosed
the enclosed
Annual Meeting explaining how to
or voting instruction form.
proxy card or voting instruction form.
proxy card or voting instruction form in the
vote during the meeting.
accompanying
pre-addressed
envelope.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 11, 2026
On or about April 17, 2026, 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 28, 2025 and voting instructions are available, free of charge, at https://investor.hasbro.com/financial-information/annual-meeting. As 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.
By Order of the Board of Directors,
Tarrant Sibley
Executive Vice President, Chief Legal Officer & Corporate Secretary
April 17, 2026
Table of Contents
Proxy Statement Highlights i
Election of Directors (Proposal 1) 1
Governance of the Company 16
Compensation and Talent Committee Report 22
Compensation Discussion and Analysis 23
Executive Compensation Philosophy and Objectives 27
Compensation Process 28
Executive Compensation Program Elements 30
Other Compensation Considerations 39
Executive Compensation 40
CEO Pay Ratio 54
Pay Versus Performance 55
Compensation Committee Interlocks and Insider
Participation 58
Shareholder Advisory Vote on Compensation for Named Executive Officers (Proposal 2) 59
Proposal to Ratify the Selection of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 2026
Fiscal Year (Proposal 3) 60
Report of the Audit Committee of the Board of Directors 61
Additional Information Regarding Independent Registered Public Accounting Firm 64
- Summary Compensation Table
40
Voting Securities and Principal Holders
66
- Grants of Plan-Based Awards
43
Equity Compensation Plans
68
- Outstanding Equity Awards at Fiscal Year-End
44
Delinquent Section 16(a) Reports
69
- Option Exercises and Stock Vested
46
Certain Relationships and Related Person Transactions
69
- Non-Qualified Deferred Compensation and Other Deferred Compensation
47
Questions and Answers About the Proxy Materials and the Annual Meeting
70
- Potential Payments Upon Termination or Change in Control
48
Additional Information
74
- Agreements and Arrangements Providing Post-Employment
Appendix A - GAAP TO Non-GAAP Reconciliation
A-1
and Change in Control Benefits
50
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 other company 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 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.
Annual Meeting Information
Date and Time 11:00 a.m. Eastern Time Thursday, June 11, 2026
Record Date
Thursday, April 13, 2026
Location
Online at
meetnow.global.com/MHMKPY9
Agenda Item
Board Recommendation
Page Number
Meeting Agenda and Recommendation of the Board of Directors
Proposal 11
Election of Eleven (11) Directors "FOR ALL" Hasbro director nominees
Proposal 2
Advisory Vote to Approve the Compensation of the Company's Named Executive Officers
60
"FOR"
Proposal 3
Ratification of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal 2026
61
"FOR"
How to Vote
BY INTERNET
Go to the website identified on the enclosed proxy card or voting instruction form.
Vote Right Away Through Advance Voting Methods
BY PHONE Call the number on the enclosed proxy card or voting instruction form.
BY MAIL Sign, date and return the enclosed proxy card or voting instruction form in the accompanying pre-addressed envelope.
See the instructions below in our Q&A about the Proxy Materials and the Annual Meeting explaining how to vote during the meeting.
Vote During the Meeting
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2025 Overview
Hasbro, Inc. ("Hasbro") is a leading game, intellectual property ("IP"), and toy company whose mission is to create joy and community through the magic of play. With over 100 years of expertise, we deliver play experiences to kids, families, and fans around the world, through physical and digital games, video games, toys, licensed consumer products, location-based entertainment, film, TV and more.
Through our franchise-first approach, we unlock value from both new and legacy IP, including MAGIC: THE GATHERING, MONOPOLY, HASBRO GAMES, PLAY-DOH, TRANSFORMERS, DUNGEONS & DRAGONS, NERF, and PEPPA PIG, as well as premier partner brands. Powered by our portfolio of iconic brands and a diversified network of partners and subsidiary studios, we bring fans together wherever they are, from tabletop to screen.
For more than a decade, Hasbro has been consistently recognized for its corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media, a 2025 JUST Capital Industry Leader, one of the 50 Most Community-Minded Companies in the U.S. by the Civic 50, and a Brand that Matters by Fast Company.
Our Playing to Win Strategy
Games, IP, and toys each play an important role in driving our play-focused mission. Toys are often the first handshake we have with consumers, providing an opportunity for consumers of all ages to enjoy our brands. Games offer consumers additional channels to experience our brands, both in traditional format and through digital games. Licensing our intellectual property and strategic partnerships provides further opportunities to extend the reach of our brands across digital games, consumer products categories, entertainment, location-based experiences, and more. We believe our diversified portfolio positions us for continuous and extended reach with consumers and long-term growth.
In 2025, we launched our refreshed strategy, "Playing to Win," to refocus the Company on inspiring a lifetime of play across more categories, more partners, and more ways to engage. Through play-fueled brand engagement and partner scaled co-investment, including video games, artificial intelligence ("AI") enabled entertainment, and licensing, we seek to expand our consumer reach as a games, IP, and toy company. We aim to be one of the most profitable and diverse toy and game companies globally, powered by gamified, entertainment-driven, multi-purchase, multi-generational franchises. To significantly extend our consumer reach and drive for revenue and profit growth, we are 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.
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.
Everyone Plays: Engage across the play spectrum to where we under-index and capture new consumers across demographics and markets.
Digital and Direct: Embrace new ways to engage with our consumers through video games, digital technology and direct-to-consumer interactions.
Partner Scale: Capitalize on our partners' investments and scale to enhance our brands through strategic relationships and licensing arrangements.
Our Business: Games, IP, and Toys. We operate in three lines of business: games, IP, and toys, each playing a role in driving our play-focused mission.
Games IP - Licensing & Entertainment Toys
Our high profit, high growth investment center. As consumers embrace digital, our games portfolio offers new channels to express our brands.
Our capital-lite, partner scale opportunity. Licensing drives our brands across consumer product categories, screens and experiences.
Our first handshake with consumers; a cash generative business in a category driven by brands, innovation and licenses.
As a Company, we believe we possess a number of competitive advantages, including: a broad and deep brand portfolio rooted in play; one of the biggest and most diverse licensing businesses in the world; and a profitable games business anchored by MAGIC: THE GATHERING, MONOPOLY, DUNGEONS & DRAGONS, and Hasbro gaming classics.
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Our competitive advantages reinforce one another. Our toy and game brands fuel our licensing business. Our licensing business benefits from external capital and marketing investments which strengthen our brands and our bottom line. Our games business adds further strength to our balance sheet giving us the investment dollars to upgrade core capabilities like design, supply chain, and marketing and gives us new ways to expand our brands' consumer reach, particularly in digital.
Operational Excellence: Transforming Hasbro. We are midway through a transformation. Over the past several years our initiatives have focused on:
Reinvigorating licensing by expanding into new partnerships across toys, gaming and experiences and by strengthening existing partnerships with key partners, including the extension of our agreement with The Walt Disney Company.
Accelerating digital initiatives and digitally-orientated partnerships.
Right-sizing our organizational structure.
Reducing complexity across the business, including significantly reducing SKU count, reducing owned inventory levels and reducing the cost structure.
Divestiture of our non-core film and TV business, which returned "play" to the center of our mission and investment priorities, ultimately reducing content spend by over 90%.
We are continuing to transform the business by upgrading our systems and talent with an emphasis on:
Rapid adoption of AI, including launching new enabled services and digital solutions to innovate, improve operational efficiency, and go to market digitally.
Modernizing how we design and develop products and work with manufacturers to improve the time to market, improve agility and reduce costs.
Process and systems modernization across IT, accounting, finance and HR.
Supply chain excellence to continue improving predictability, costs and services across the network.
Establishing an inspired workforce with a performance culture built on solid fundamentals, strong values and bar-raising feedback.
Building a "test and learn" engine to enable ideas to move from concept to market with speed, evidence and consumer co-creation.
iii
Fiscal 2025 Results
iv
Board Matters
Proposal 1 - Election of Directors
The following table 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. Mary Beth West 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
Audit
Comp
Finance
Nom/Gov
Douglas Bowser
Former President and Chief Operating Officer of Nintendo of America,
Inc.
64
2026
✓
Hope F. Cochran
Venture Partner of Madrona Venture Group
54
2016
✓
Christian P. Cocks
Chief Executive Officer of Hasbro
52
2022
Lisa Gersh
Outside Advisor; Former Chief Executive Officer of Alexander Wang
67
2010
✓
Frank D. Gibeau
President of Zynga at Take-Two Interactive
57
2024
✓
Elizabeth Hamren
Chief Executive Officer of AllTrails, LLC
54
2022
✓
Darin S. Harris
Chief Executive Officer of Goddard Systems, LLC
57
2024
✓
Owen Mahoney
Former Chief Executive Officer and President of Nexon Co. Ltd.
59
2024
✓
Laurel J. Richie
Independent Branding Consultant; Former President of Women's National
Basketball Association
67
2020
✓
Richard S. Stoddart
Chair of the Board of Hasbro and Former President and Chief Executive
Officer of InnerWorkings, Inc.
63
2014
✓
Carla Vernón
Chief Executive Officer of The Honest Company
55
2026
✓
* Age and Committee memberships are as of April 17, 2026. Laurel Richie will become chair of Nominating, Governance and Social Responsibility effective at the Annual Meeting following the retirement of Mary Beth West.
Chair: Member: Audit Committee Financial Expert:
v
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 a skilled, knowledgeable and 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, expertise, and perspectives on the Board serves to strengthen management and our Company.
The Board's nominees for director consist of proven leaders with experience across a wide range of industries, including digital gaming, consumer products and consumer brands, with a significant amount of turnaround and operational experience, giving us a diverse set of skills, viewpoints and expertise.
vi
Shareholder Engagement
We regularly engage with our shareholders on our strategy and performance, as well as financial, compensation, corporate governance and other Environmental, Social and Governance (ESG) matters. We do this as part of our commitment to build relationships, discuss and receive feedback on our strategy, 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 some of 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.
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In addition to our year-round engagement, as we have done for many years, we proactively extended an invitation to our top 25 shareholders (holding in the aggregate approximately 59% of our outstanding shares) to meet and we had discussions with those who accepted our invitation. 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 business strategy, risks and opportunities, our executive compensation plans, pay competitiveness, corporate governance, director refreshment, director composition, skill-sets, director on-boarding and evaluation process, trade associations, and ESG disclosure, programs and priorities.
Key Actions Taken in the Past Year Considering Shareholder Feedback
Launched our Playing to Win Strategy, with a focus on gaming, IP licensing and entertainment, and toys.
Further reduced complexity across our business resulting in improved cost structure.
Announced a dual headquarters structure to align our business focuses, with our toy and games business to be operated out of our new Boston, MA office starting in Q4 2026, and our digital and Wizards business operating principally out of our Renton, WA office.
Spent $225 million to reduce long-term debt in 2025.
Continued our board refreshment with the retirement of one longer-tenured director and the addition of two new directors with chief executive officer, digital gaming, branding and consumer products experience.
Continued program to reward performance based on key financial metrics.
Continued to make progress on our Impact strategy and ESG initiatives.
Environmental, Social and Governance
ESG 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 sustainability, human rights and ethical sourcing, 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 SEC and public disclosures in specific matters, such as conflict minerals and enterprise risk. The full Board receives regular updates regarding our ESG progress. And our CEO and the Executive Leadership Team ("ELT") regularly review our ESG performance, progress and opportunities. Our ELT and members of our global corporate sustainability team meet several times a year to ensure management oversight of the
Company's ESG strategy, impact and performance. This group sets the direction for our global ESG strategy and ensures the integration of ESG throughout the organization.
Focus Area: Climate and Sustainability
We recognize the impact our business can have on the environment and are working to reduce our footprint. We view sustainability challenges as opportunities to innovate and to continuously improve our product design and operational efficiencies.
We continue to work to integrate climate risk identification and mitigation into our overall enterprise risk management process and business. As part of this effort, we published a Climate and Nature Transition Plan and an IFRS S2 disclosure, where we describe how climate change could impact our business and the key actions we are taking that are designed to strengthen our resiliency. These disclosures contribute to our ongoing preparation work for the European Union's Corporate Sustainability Reporting Directive ("CSRD").
Focus Area: Human Rights and Ethical Sourcing
Our Human Rights and Ethical Sourcing program launched over 30 years ago and is dedicated to ensuring that facilities involved in the production of our toys, games and licensed consumer products comply with Hasbro's Global Business Ethics Principles. The program is designed to ensure fair and safe working conditions; fairness, dignity and respect for workers; and robust supplier engagement to ensure strong safety, health and environmental performance. While working on these issues with partners, suppliers, third-party factories and licensees is complex, we remain vigilant in our commitment to ensure workers in our supply chain are treated in accordance with our high ethical standards and applicable laws.
We believe that "play" is a human right, and we understand our influence as a leading toy maker comes with great responsibility to ensure children's safety - physically, mentally and emotionally. We recognize the well-being of
viii
children globally is inextricably linked to the success of our Company. Our commitment to respecting the human rights of children is implemented in the following areas.
Product Safety: Understanding our responsibility to respect human rights extends to our products, we implement our human rights commitment to children through our deep and long-standing commitment to product safety. To ensure the safety of children who play with our products, we have rigorous quality assurance and product safety standards and processes.
Community: Our human rights commitment to children's rights and well-being is implemented, in part, through our community investments to support children-based initiatives.
For more information on our ESG activities, please see our CSR website at https://csr.hasbro.com/en-us/esg-reports.
Executive Compensation
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 96.7%, 87.6% and 91.4% of the shares voted at the 2025, 2024 and 2023 Annual Meetings, respectively. Highlights of our compensation programs for 2025 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".
Type of Annual Cash Compensation
2025 Executive Compensation Program Elements
Base Salary
Fixed compensation
Set at a market competitive level, in light of individual experience and performance
Annual Incentive Awards
Performance-based
Tied to company and business area achievement against stated annual financial goals
Performance measures evaluated
Total Net Revenues
Operating Profit Dollars
Individual Performance Adjustment: Designed to enable us to reward for strategic and operating performance not captured by the
financial metrics listed by allowing the Committee to adjust the payouts down to 0% or up to +35% based on individual performance
ix
Type of Annual Long-Term Incentive Compensation
2025 Executive Compensation Program Elements
Performance Share Units
Represented 50% of annual target equity award value for our CEO and other NEOs
Earned based on challenging long-term three-year goals requiring sustained strong operating performance
Aligns management behavior with maximizing shareholder value
Tied to achievement of EPS targets over a 3-year performance period
Modified +/- 25% by our relative TSR performance compared to S&P 500 companies
If our cumulative TSR at the end of a 3-year performance period is greater than or equal to 33%, the award vests at a minimum of 50% of target
Restricted Stock Units
Represented 50% of annual target equity award value for our CEO and the other NEOs
Vest in three equal annual installments over the first three anniversaries of the grant date
Provides appropriate retention to executives while continuing to align with shareholder interests through stock price performance
Our Auditors
Proposal 3 - Proposal to Ratify the Selection of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 2026 Fiscal Year
You are being asked to vote to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal 2026. Detailed information about this proposal can be found below under the heading "Proposal to Ratify the Selection of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 2026 Fiscal Year (Proposal 3)."
x
Election of Directors (Proposal 1)
The Board of Directors unanimously recommends a vote "FOR ALL" of the following Board nominees at the 2026 Annual Meeting:
Douglas Bowser Hope F. Cochran Christian P. Cocks Lisa Gersh
Frank D. Gibeau Elizabeth Hamren Darin S. Harris Owen Mahoney
Laurel J. Richie Richard S. Stoddart Carla Vernón
At the Annual Meeting, 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 2027 Annual Meeting of Shareholders (the "2027 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 Douglas Bowser, Hope F. Cochran, Christian P. Cocks, Lisa Gersh, Frank D. Gibeau, Elizabeth Hamren, Darin S. Harris, Owen Mahoney, Laurel J. Richie, Richard S. Stoddart and Carla Vernón for election by shareholders to serve until the 2027 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. 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:
past and current employment, experience and overall qualifications;
skills, expertise and involvement in areas that are of importance to the Company's business;
the Board's and the Company's strategic focus;
business ethics and professional reputation;
other board experiences;
business, financial and strategic judgment; and
the desire to have a well-balanced Board that represents a mix of backgrounds, perspectives and expertise and reflects our broad consumer and fan demographics.
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, 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.
1
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."
2
Nominees for Election as Directors
The following sets forth certain biographical information regarding each of the Board's director nominees as of April 17, 2026, 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.
EXPERIENCE
Age: 64
Director Since: 2026
Committees:
Audit
EXPERIENCE
Age: 54
Director Since: 2016
Committees:
Audit (Chair)
Finance and Capital Allocation
Douglas Bowser served as President and Chief Operating Officer of
Nintendo of America Inc. from 2019 to December 2025, where he led operations across the Americas. Prior to that, Mr. Bowser had various executive roles at Nintendo, including from May 2015 to August 2016 as Vice President, Sales & Marketing. Prior to joining Nintendo in 2015, Mr. Bowser spent eight years at Electronic Arts, most recently as Vice President of Global Business Planning, and prior to that worked at Procter & Gamble for 23 years in various sales leadership roles in Asia, Latin America and the United States.
QUALIFICATIONS
Extensive experience in software and digital gaming businesses, including platform strategy, publishing, and global go-to-market execution.
Significant responsibility for large-scale commercial operations,
financial planning and supply chain management in publicly traded companies, supporting Board oversight of performance and capital allocation.
Deep experience building and managing global consumer brands and entertainment franchises, aligned with Hasbro's brand-led strategy.
Long-standing relationships across global retail channels and digital marketplaces, enhancing the Board's perspective on distribution and consumer engagement.
Senior leadership experience across North America, Asia and Latin America, contributing a global perspective to the Board.
OTHER CURRENT PUBLIC COMPANY BOARDS
None
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
None
Hope F. Cochran is a Venture Partner at Madrona Venture Group, a technology-focused venture capital group. Prior to joining Madrona in January 2017, Ms. Cochran was the Chief Financial Officer of King
Digital Entertainment, the creator of Candy Crush and other
successful mobile games, from 2013 to 2016, where she helped drive the company's business and revenue growth, guided the Company's IPO and successfully completed a $5.9 billion acquisition by Activision. From 2005 to 2013, Ms. Cochran was a financial executive at Clearwire, Inc., serving as Chief Financial Officer from 2011 to 2013.
QUALIFICATIONS
Extensive experience spanning more than 20 years as a senior financial executive in the digital gaming, technology, telecom and venture capital industries.
Deep knowledge of digital content, mobile gaming and technology business models, supporting the Board's oversight of Hasbro's digital gaming and direct-to-consumer strategy.
International business expertise in managing global teams, and talent in managing, growing and overseeing global businesses.
Substantial experience as a chief financial officer and overseeing financial and accounting issues for public companies.
OTHER CURRENT PUBLIC COMPANY BOARDS
MongoDB, Inc.
Audit Committee Chair
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
New Relic, Inc.
3
Age: 52
Director Since: 2022
Committees:
None
EXPERIENCE
Chris Cocks has served as Chief Executive Officer of Hasbro since February 2022. Prior to that, he served as President and Chief Operating Officer of Wizards of the Coast and Digital Gaming since 2021 and prior to that served as President of Wizards of the Coast since 2016, when he joined Hasbro from Microsoft. During his 14 years at Microsoft, Mr. Cocks led a global sales and technical engagement team as Vice President, OEM Technical Sales and served in product management and marketing leadership positions at MSN and Xbox Games, where he worked on hit franchises like HALO and FABLE.
QUALIFICATIONS
Highly strategic leader with a deep understanding of brand building, fan engagement and omni-channel distribution across gaming, consumer products and entertainment.
As Chief Executive Officer, leads Hasbro's "Playing to Win" strategy and enterprise transformation, providing the Board with insight into long-term strategy, portfolio management and capital allocation.
Extensive experience building and scaling global tabletop and
digital gaming franchises, including leadership of Wizards of the Coast and Digital Gaming.
Track record of driving revenue growth and margin expansion, including leading Wizards of the Coast to exceed $1 billion in revenue and delivering record operating profit margins for Hasbro.
Experience overseeing development of successful digital and tabletop titles, including Baldur's Gate 3 and Monopoly Go!, providing perspective on digital monetization and product lifecycle management.
Prior leadership roles at Microsoft across Xbox, MSN and OEM sales provide insight into platform ecosystems, partnerships and global technology markets.
OTHER CURRENT PUBLIC COMPANY BOARDS
Molson Coors Beverage Company
Compensation and HR
Audit
Technology
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
None
Age: 67
Director Since: 2010
Committees:
Compensation and Talent
EXPERIENCE
Lisa Gersh is an outside advisor to companies investing in the media space. She previously served as the Chief Executive Officer of Alexander Wang (a global fashion brand) from October 2017 to October 2018. Ms. Gersh served as the Chief Executive Officer of Goop, Inc. (a lifestyle publication curated by Gwyneth Paltrow) from 2014 to 2016, and President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. (an integrated media and merchandising company) from 2012 to 2013.
QUALIFICATIONS
Extensive experience leading and advising companies across media, retail, publishing and entertainment industries, supporting the Board's oversight of Hasbro's brand portfolio and franchise strategy.
Served as Chief Executive Officer of Goop, Alexander Wang and Martha Stewart Living Omnimedia, providing significant leadership experience in strategic planning, operational execution and corporate governance.
Deep knowledge of television, digital media, publishing and merchandising businesses, enhancing the Board's perspective on content development, brand monetization and licensing opportunities.
Track record of building and expanding global consumer-facing brands, providing insight into consumer engagement, omnichannel marketing and brand extension strategies.
OTHER CURRENT PUBLIC COMPANY BOARDS
Starz Entertainment Corp.
Nominating and Corporate Governance Committee Chair
Compensation and Talent Committee
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
Establishment Labs Holdings Inc.
MoneyLion Inc.
4
EXPERIENCE
Age: 57
Director Since: 2024
Committees:
Finance and Capital Allocation (Chair)
EXPERIENCE
Age: 54
Director Since: 2022
Committees:
Compensation
Frank D. Gibeau has served as President of Zynga, Inc., a wholly-owned publishing and development label of Take-Two Interactive Software, Inc. since May 2022. He served as CEO of Zynga from 2016 to 2022, and is a mobile, PC, and console gaming industry expert with 30 years of experience in interactive entertainment. As Zynga's CEO, Gibeau led the company's turnaround and transition to rapid growth, in large part, due to optimizing live services and fortifying the company's portfolio of popular franchises, including
Toon Blast, Empires and Puzzles, CSR Racing, Words With Friends, and Zynga Poker. Prior to joining Zynga in 2016, Mr. Gibeau spent more than two decades at Electronic Arts where he held several
influential business and product leadership roles. Most recently, he served as the Executive Vice President of EA Mobile, where he led strategy, product development, and publishing for the company's fast-growing mobile games business.
QUALIFICATIONS
More than three decades of experience across mobile, PC and console gaming, providing deep insight into digital publishing, live service operations and franchise management.
Led Zynga's operational turnaround and portfolio optimization, providing the Board with perspective on growth strategy, capital allocation and performance improvement.
Served as Chief Executive Officer of Zynga, contributing significant experience in corporate governance, finance, investor engagement and executive leadership in a publicly traded company.
Extensive background overseeing global game development, publishing and franchise expansion across multiple platforms.
Experience scaling digital platforms and live service businesses enhances the Board's oversight of Hasbro's digital gaming and direct-to-consumer strategy.
OTHER CURRENT PUBLIC COMPANY BOARDS
Yeti Holdings Inc.
Audit Committee
Compensation Committee
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
Zynga, Inc.
Elizabeth Hamren has served as Chief Executive Officer of AllTrails,
LLC, a technology platform provider for outdoor exploration, since September 2025. Prior to that, she served as Chief Executive Officer of Ring, Inc., an Amazon smart doorbell and home security company, from March 2023 to June 2025. Prior to that she served as Chief Operating Officer at Discord Inc., a voice, video and text communication service that enables people to gather virtually, including while gaming, from December 2021 to March 2023. Prior to joining Discord, Ms. Hamren served as a Corporate Vice President at Microsoft Corporation from March 2017 to December 2021 running product and engineering for Xbox consumer products, including developing and launching the Xbox Series X|S and leading Xbox Game Pass. Prior to that, from August 2015 to March 2017, she led Global Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook, Inc.), where she launched the industry-defining Oculus Rift virtual reality headset. Ms. Hamren holds a BSE in Civil Engineering and Operations Research from Princeton University, and an M.B.A. from Harvard Business School.
QUALIFICATIONS
Extensive management experience at world-class companies, including leading digital companies.
Extensive background in engineering, product management, marketing and operations for subscription-based technology products and gaming companies.
Expert in consumer tech products, including leading product and engineering for Xbox hardware and the Xbox Game Pass subscription service prior to leading the overall Ring business including a 50 product portfolio and video monitoring subscription service.
Proven track record in leading companies to growth in user base, including direct experience launching and scaling some of the most popular consumer technology and subscription-based services in the world.
OTHER CURRENT PUBLIC COMPANY BOARDS
LegalZoom.com, Inc.
Audit Committee
Compensation Committee
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
None
5
EXPERIENCE
Age: 57
Director Since: 2024
Committees:
Compensation and Talent (Chair)
Finance and Capital Allocation
EXPERIENCE
Age: 59
Director Since: 2024
Committees:
Audit
Finance and Capital Allocation
Darin S. Harris has served as Chief Executive Officer of Goddard Systems, LLC, which operates The Goddard School franchise system, since March 2025. Previously, he served as Chief Executive Officer of Jack in the Box Inc. from June 2020 until March 2025.
Prior to that, he was Chief Executive Officer of North America for flexible working company, IWG PLC, Regus, North America, from April 2018 to May 2020. From August 2013 to January 2018,
Mr. Harris served as Chief Executive Officer of CiCi's Enterprises LP. Mr. Harris also previously served as Chief Operating Officer for Primrose Schools from October 2008 to July 2013.
QUALIFICATIONS
Strong executive leadership skills and experience growing businesses.
Significant experience in brand strategy, operations, franchising, sales and business development, supporting the Board's oversight of brand strategy, licensing and distribution models.
Former public company Chief Executive Officer, providing significant experience in public company governance, capital allocation and investor engagement.
Extensive senior leadership experience in both public and private companies, including strategy and business transformation.
Deep knowledge of consumer preferences that translate into increased business lifetime value.
OTHER CURRENT PUBLIC COMPANY BOARDS
A&W Food Services of Canada Inc. (listed on the Toronto Stock Exchange)
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
Jack in the Box, Inc.
Owen Mahoney served as President and Chief Executive Officer of Nexon Co. Ltd. from March 2014 until March 2024. He joined Nexon in 2010 and served as Chief Financial Officer and Chief Administrative Officer until 2014, responsible for managing the Company's finances, global operations, investments and strategic alliances. Previously,
Mr. Mahoney was Senior Vice President of Corporate Development at Electronic Arts from 2000 to 2009, where he was responsible for worldwide mergers and acquisitions and business development, and led all acquisitions and equity investments. Prior to that, Mr. Mahoney held executive positions at online and software companies in the U.S. and Asia, including PointCast, Claris Japan and Radius.
QUALIFICATIONS
Experienced executive leader, including as a former public company Chief Executive Officer, providing extensive experience in public company leadership, global operations and long-term strategic oversight.
Deep knowledge of online gaming platforms, digital monetization models and the operation of global live-service franchises.
Extensive experience in finance, global operations, investments, and strategic alliances.
Extensive leadership experience in business development.
Significant knowledge of artificial intelligence and machine learning as it relates to games and entertainment.
OTHER CURRENT PUBLIC COMPANY BOARDS
Logitech International S.A.
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
Nexon Co. Ltd (listed on the Tokyo Stock Exchange)
6
EXPERIENCE
Age: 67
Director Since: 2020
Committees:
Nominating, Governance and Social Responsibility (incoming Chair)
EXPERIENCE
Age: 63
Director Since: 2014
Chair of the Board Since: 2022
Committees:
Nominating, Governance and Social Responsibility
Laurel J. Richie has been an independent leadership and branding consultant since 2015. Prior to her current role, Ms. Richie served as President of the Women's National Basketball Association LLC ("WNBA") from May 2011 to November 2015. Prior to her appointment as President of the WNBA in 2011, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. From 1984 to 2008, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency's Diversity Advisory Board. Ms. Richie is a former Trustee of the Naismith Basketball Hall of Fame and the Dartmouth College Board of Trustees where she served as chair from 2017-2021. She currently serves as a consultant to Fortune 100 c-suite executives on matters of leadership, branding and corporate culture.
QUALIFICATIONS
Significant executive management and leadership experience, together with strategic oversight, governance and organizational leadership.
Experience in global marketing and building purpose-driven brands and expanding audience reach, supporting Hasbro's focus on brand relevance and community engagement.
Deep experience in developing senior leaders on effectiveness, corporate culture and talent development, enhancing the Board's oversight of human capital strategy.
Strong background in building corporate culture and management teams.
OTHER CURRENT PUBLIC COMPANY BOARDS
Bright Horizons Family Solutions Inc.
Audit Committee
Nominating and Corporate Governance Committee Chair
Synchrony Financial
Nominating and Corporate Governance Committee
Management Development and Compensation Committee Chair
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
None
Richard S. Stoddart has served as Hasbro's Chair of the Board since
February 2022. Prior to that, he served as Hasbro's interim Chief Executive Officer from October 2021 to February 2022, following the passing of the Company's former Chairman and CEO, Brian Goldner. Mr. Stoddart is the former President and Chief Executive Officer of
InnerWorkings, Inc. (a global marketing execution firm), serving in that role from 2018 until 2020 when InnerWorkings, Inc. was acquired.
Mr. Stoddart was the Chief Executive Officer of Leo Burnett Worldwide from February 2017 to 2018, the Chief Executive Officer of Leo Burnett North America from 2013 to 2016 and the President of Leo Burnett North America from 2005 to 2013.
QUALIFICATIONS
Extensive experience in the advertising, marketing and communications industries, including in television, digital, social media, point-of-sale, packaging and print, and in building global brands and businesses.
As the former Chief Executive Officer of InnerWorkings, the largest global marketing execution company, Mr. Stoddart became recognized for his strategic and commercial leadership of the company, investor and analyst communications, and financial stewardship as well as his expertise in all facets of marketing execution and marketing supply chain management.
In his prior role as Chief Executive Officer of one of the world's largest advertising agencies, Mr. Stoddart was recognized for his leadership in the development and integration of shopper, digital, social and mobile capabilities as part of a company's overall marketing and brand strategy.
Possesses knowledge, expertise and experience regarding branding and brand building, marketing and marketing strategy across media platforms, including in traditional advertising, digital advertising and social media; expertise in media planning, launching branded content and products; expertise in marketing production, logistics and execution; and expertise in media trends and strategic planning for businesses building content-driven brands.
OTHER CURRENT PUBLIC COMPANY BOARDS
Altria Group, Inc.
Audit Committee
Innovation Committee
Nominating, Corporate Governance and Social Responsibility Committee
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
InnerWorkings, Inc.
Selina PLC
7
EXPERIENCE
Age: 55
Director Since: 2026
Committees:
Nominating, Governance and Social Responsibility
Carla Vernón is the Chief Executive Officer at The Honest Company, Inc., serving in that capacity and as a member of its Board since January 2023. Prior to joining The Honest Company, Ms. Vernón served as Vice President of Consumables Categories as Amazon.com, Inc. from January 2017 to December 2022. Prior to joining Amazon, Ms. Vernón spent more than two decades in various P&L leadership roles at General Mills, Inc. Most recently at General Mills, Ms. Vernón served as a Corporate Officer and the Operating Unit President of the Natural & Organic Division from July 2017 to April 2020.
QUALIFICATIONS
Extensive public company leadership and governance experience as Chief Executive Officer of The Honest Company, Inc. and member of its Board since January 2023.
Deep expertise in digital commerce, merchandising and data-driven marketing from her leadership role as Vice President, Consumables Categories at Amazon.com, Inc.
Significant consumer products and brand-building experience developed over more than 20 years at General Mills, Inc., including as Corporate Officer and Operating Unit President of the Natural & Organic Division.
Proven track record driving innovation, omnichannel growth and
operational transformation initiatives, supporting Hasbro's strategic priorities and long-term value creation.
OTHER CURRENT PUBLIC COMPANY BOARDS
The Honest Company, Inc.
FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
None
8
Board Committees
Our Board of Directors has four standing committees:
Audit
Compensation and Talent
Finance and Capital Allocation
Nominating, Governance and Social Responsibility
The members of each of our required committees, namely Audit, Compensation and Talent, 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 and Talent 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 as of April 13, 2026, and number of meetings held in 2025, are set forth in the table below.
Committee
Principal Function
Number
of Meetings in 2025
Committee
Members
Audit • Directly responsible for the appointment, compensation, retention and oversight of the Company's independent auditor.
Assists the Board in its oversight of:
the integrity of the Company's financial statements, including management's conduct of the Company's financial reporting process, the financial reports provided by the Company, the Company's systems of internal accounting and financial controls, and the quarterly review and annual independent audit of the Company's financial statements;
the Company's compliance with legal and regulatory requirements;
review and understanding of developing public disclosure requirements, such as those in relating to climate change and sustainability and cybersecurity matters;
the Company's programs, governance, systems, controls and procedures relating to cybersecurity, data privacy and data protection;
the independent auditor's qualifications and independence; and
performance of the Company's internal audit function and internal auditor.
12 Hope F. Cochran (Chair)† Doug Bowser†
Owen Mahoney†
† The Board determined that this person qualifies as an Audit Committee Financial Expert under applicable SEC rules
9
Committee
Principal Function
Number
of Meetings in 2025
Committee
Members
Compensation and Talent
Responsible for establishing and overseeing the compensation policies, arrangements and plans of the Company with respect to senior management, including all executive officers.
Oversight of the Company's incentive compensation and equity-based plans, including authorization to make grants and awards under the
Company's employee stock incentive performance plan.
Shares responsibility for evaluation of the Company's Chief Executive Officer with the Nominating, Governance and Social Responsibility Committee.
Review and discuss with management the Company's talent and human capital management practices, including recruitment, leadership, talent and career development, succession planning, culture, employee engagement and retention.
6 Darin Harris (Chair) Lisa Gersh Elizabeth Hamren
Finance and Capital Allocation
Assists the Board in overseeing the Company's annual and long-term financial plans, capital structure, capital allocation decisions, use of funds, investments, financial and risk management and proposed significant transactions.
Reviews short and long-term financing plans, including debt and equity financings and use of securitization facilities.
Reviews capital structure, capital allocation priorities, metrics, hurdle rates and underlying assumptions in capital allocation decisions.
Reviews use of funds for investments, dividends and share repurchases and acquisitions.
4 Frank D. Gibeau (Chair)
Hope Cochran Darin S. Harris Owen Mahoney
Nominating, Governance and Social Responsibility
Identifies and evaluates individuals qualified to become Board members and makes recommendations to the full Board on possible additions to the Board and on the director nominees for election at the Company's annual meeting.
Oversees and makes recommendations regarding the governance of the Board and its committees.
6 Laurel J. Richie (incoming Chair)
Richard S. Stoddart Carla Vernón
10
Role of the Board in Risk Oversight
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.
COMMITTEE RISK OVERSIGHT
Audit • Assists the Board in risk oversight for the Company by reviewing and discussing with management, internal auditors and the independent auditors the Company's significant financial and other exposures, and guidelines and policies relating to enterprise risk assessment and risk management, including the Company's procedures for monitoring and controlling such risks.
Oversees, on behalf of the Board, financial reporting, tax, and accounting matters, climate, sustainability, conflict minerals, cybersecurity and other SEC related reporting.
Oversight of the Company's risk exposures in cybersecurity and data privacy and the steps management takes to identify, assess, monitor and mitigate such exposures.
Oversees, on behalf of the Board, the Company's internal controls over financial reporting.
Key role in oversight of the Company's compliance with legal and regulatory requirements.
Compensation and Talent • Assists the Board in oversight of the compensation programs for the Company's executive officers.
Ensures that the performance goals and metrics being used in the Company's compensation plans and arrangements align the interests of executives with those of the Company and its shareholders and maximize executive and Company performance, while not creating incentives on the part of executives to take excessive or inappropriate risks.
Assists the Board in risk oversight of the Company's key strategies, initiatives, programs, practices and performance outcomes related to human capital management, including with respect to recruiting, talent development, education and training, retention, and workforce demographics, as well as management succession and employment practices (other than within the purview of the Nominating, Governance and Social Responsibility Committee).
Finance and Capital Allocation • Reviews and discusses with management the Company's financial risk management activities and strategies, including with respect to foreign currency, credit risk, interest rate exposure and the use of hedging and other techniques to manage these risks.
As part of its review of the operating budget and strategic plan, the Finance and Capital Allocation Committee reviews major capital allocation decisions and business risks to the Company and the Company's efforts to manage those decisions and risks.
11
COMMITTEE RISK OVERSIGHT
Nominating, Governance and Social Responsibility
Assists the Board in its oversight of the Company's governance policies and structures, management and director succession planning, ESG, inclusion and belonging, human capital management and issues related to health, safety and the environment and sustainability, as well as risks and efforts to manage risks to the Company in those areas.
Board • The full Board regularly reviews the efforts of each of its committees and discusses, at the level of the full Board, the key strategic, financial, business, legal and other risks facing the Company, including emerging risks such as artificial intelligence, and the Company's efforts to manage those risks.
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 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 by third parties who report to the Audit Committee and the full Board. Members of our disclosure committee receive and provide reports on risks identified, and review material risks that could rise to the level of public disclosure.
Director Compensation
The following table sets forth information concerning compensation of the Company's directors for fiscal 2025. Mr. Cocks, the Company's Chief Executive Officer, served on the Board during fiscal 2025. However, Mr. Cocks did not receive any compensation for his Board service in fiscal 2025 while performing duties as an officer of the Company. Mr. Bowser and Ms. Vernón joined the Board in January 2026 and did not receive any compensation for Board service in 2025.
Name
Fees
Earned or Paid in Cash (a)
Stock
Awards (b)(c)
Option
Awards (b)(c)
Change in
Pension Value and Non-qualified
Deferred All Other Compensation Compensation
Earnings (d)
Total
Hope F. Cochran $ 152,577 $175,000 $ 0 N/A $ 0 $327,577
Lisa Gersh $ 0 $316,600 $ 0 N/A $ 0 $316,600
Frank D. Gibeau $ 136,427 $175,000 $ 0 N/A $ 0 $ 311,427
Elizabeth Hamren $ 116,052 $175,000 $ 0 N/A $ 0 $291,052
Darin S. Harris $ 142,702 $175,000 $ 0 N/A $ 0 $317,702
Owen Mahoney $ 125,927 $175,000 $ 0 N/A $ 0 $300,927
Laurel J. Richie $ 119,402 $175,000 $ 0 N/A $ 0 $294,402
Richard S. Stoddart $ 269,402 $175,000 $ 0 N/A $ 5,000 $449,402
Mary Beth West $ 125,927 $175,000 $ 0 N/A $ 0 $300,927
Includes amounts which are deferred by directors into the interest account under the Deferred Compensation Plan for Non-Employee Directors, as well as interest earned by directors on existing balances in the interest account. Does not include the amount of cash retainer payments deferred by the director into the stock unit account under the Deferred Compensation Plan for Non-Employee Directors, which amounts are reflected in the Stock Awards column.
12
Please see note 16 to the financial statements included in the Company's Annual Report on Form 10-K, for the year ended December 28, 2025, for a detailed discussion of the assumptions used in valuing stock awards.
In addition to reflecting the grant date fair value for stock awards made to the directors (this expense for the director stock award in 2025 was $175,000 per director continuing service on the Board), the stock awards column also includes, to the extent applicable, the (i) amount of cash retainer payments deferred by the director into the stock unit account under the Deferred Compensation Plan for Non-Employee Directors and (ii) a 10% matching contribution which the Company makes to a director's account under the Deferred Compensation Plan for Non-Employee Directors on all amounts deferred by such director into the Company's stock unit account under that plan.
No stock options were granted to any of the non-employee directors in 2025.
The non-employee directors who were serving on the Board at that time held the following outstanding stock awards and stock units outstanding under the Deferred Plan as of December 28, 2025.
Name
Outstanding Stock Awards
Outstanding Stock Units
Hope F. Cochran
0
0
Lisa Gersh
35,304
44,562
Frank D. Gibeau
0
0
Elizabeth Hamren
0
0
Darin S. Harris
0
0
Owen Mahoney
0
0
Laurel J. Richie
13,087
0
Richard S. Stoddart
23,034
16,780
Mary Beth West
16,242
0
The outstanding stock awards consist of the aggregate number of non-employee director stock grants that the director elected to defer the receipt of any such shares until his or her retirement from the Board. To the extent a director did not defer the stock award, it is not included in the table and the shares have already been issued to the director. Each director was given the option, prior to the beginning of the year of grant, to receive the shares subject to the upcoming annual grant either at the time of grant, or to defer receipt of the shares until the person retires from the Board.
All Other Compensation reflects the Company's matching charitable contribution of up to $5,000 per director per fiscal year. An aggregate of $5,000 was paid by the Company in fiscal 2025 for director matching contributions.
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 our 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 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.
13
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 2025.
Annual Base Board Retainer(1)
$ 105,000
Annual Retainers Amount ($)
Annual Retainers (in addition to Annual Base Board Retainer)
Chair of Board $ 150,000
Chair of Audit Committee $ 40,000
Chair of Compensation and Talent Committee $ 35,000
Chair of Finance and Capital Allocation Committee $ 30,000
Chair of Nominating, Governance and Social Responsibility Committee $ 20,000
Audit Committee Member (other than Chair) $ 20,000
Compensation and Talent Committee Member (other than Chair) $ 15,000
Finance and Capital Allocation Committee Member (other than Chair) $ 12,500
Nominating, Governance and Social Responsibility Committee Member (other than Chair) $ 12,500
(1) Annual Base Board Retainer increased from $95,000 to $105,000 effective July 30, 2025.
No meeting fees were paid for attendance at meetings of the full Board or committees.
Annually, 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 2025, the director stock grants had grant date fair market values of
$175,000. The value of this stock award was increased to $185,000 for fiscal 2026. 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 five times the
annual Board retainer. Board members are permitted to sell shares of Common Stock they hold with a value in excess of this amount. 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 and committee 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.
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.
14
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 31st of the calendar year in which the deferred compensation otherwise would have been paid and one-half on the next December 31st, 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-five.
Compensation deferred under the Deferred Plan in the interest account will be paid out in cash after termination of service as a director. 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 deferred compensation 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.
15
Disclaimer
Hasbro Inc. published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 17, 2026 at 13:21 UTC.