SEC Form DEF 14A filed by Hasbro Inc.

April 4, 2025

Dear Hasbro Shareholders,

Hasbro is Playing to Win. Our new strategic plan is grounded in our mission to create joy and community through the magic of play. As a games, IP and toy company, we aim to expand our reach to even more fans around the world through play-fueled brand engagement and partner scaled co-investment. Hasbro has set a clear objective to be one of the most profitable and highest consumer reach toy and game companies globally, powered by multi-segment and multi-generational franchises.

The strategic plan is focused on five key building blocks that drive decision-making and investment prioritization.

Hasbro is in the midst of a multi-year transformation, which started in mid-2022. 2023 was a year of reset, and in 2024 we began to rebuild, closing the year with momentum. We saw another record year in our Wizards of the Coast and Digital Gaming segment, continued success in licensing, and significant operating profit margin improvement across the Company. Hasbro also continued to execute on its Operational Excellence program, an ongoing enterprise-wide cost-savings initiative designed to drive growth and enhance shareholder value. As we head into 2025, we remain focused on the long-term growth and profitability of our business, especially in the face of economic uncertainty in the U.S. and beyond. Our teams are taking action to ensure agility across our supply chain and flexibility across our business to mitigate the impact of tariffs that our industry is currently facing.

As the business strategy has evolved, we have continuously reviewed the composition of our board to ensure we have the right skill-sets and expertise for the business. Last year we added Frank Gibeau, Darin Harris and Owen Mahoney, three seasoned executive leaders with operational, digital gaming and consumer products expertise and experience as chief executive officers. Blake Jorgensen will retire from the board at the annual meeting and will not stand for reelection. Blake played a key role in advising our company in important early stages of our turnaround. We are grateful for his contributions and wish him well in his future endeavors.

We are Playing to Win. Hasbro is excited to recommit to a play-centered mission with partners helping Hasbro reach many more fans around the world. Our efforts are centered on driving profitability and growth, building on a culture of innovation and collaboration fostered over more than 100 years and creating a positive impact on the community and the environment. Our new strategic plan leverages our iconic IP, improved capabilities, dedicated team and operational excellence to drive long-term shareholder value. When we win, you, our shareholders, win. We thank you for your continued support.

Sincerely,

		Richard S. Stoddart Chair of the Hasbro Board of Directors

Hasbro, Inc. Notice of 2025

Annual Meeting of Shareholders

		Items of Business
				Elect ten (10) 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 2025.
				Transact other business as may properly come before the meeting and any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

to be held on May 21, 2025

On or about April 4, 2025, 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 29, 2024 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 4, 2025

Table of Contents

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 corporate 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.

Agenda Item		Board Recommendation		Page Number
Proposal 1 Election of Ten (10) Directors		“FOR ALL” Hasbro director nominees		1
Proposal 2 Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers		“FOR”		59
Proposal 3 Ratification of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal 2025		“FOR”		60

Playing to Win

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 history, we deliver play-centered, partner-scaled experiences to kids, families, and fans of all ages around the world, through physical and digital games, toys, licensed consumer products, location-based entertainment, film, TV and more.

Using our franchise-first approach, we unlock value from both new and legacy IP, including MAGIC: THE GATHERING, DUNGEONS & DRAGONS, MONOPOLY, HASBRO GAMES, NERF, TRANSFORMERS, PLAY-DOH 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 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 fans 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 provide 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 to extend our reach with consumers, meeting them where they are, and to deliver long-term profitable growth.

We are Playing to Win. In 2025, we launched our refreshed strategy “Playing to Win” to refocus the Company on play and partnership. Through play-fueled brand engagement and partner scaled co-investment, we plan to expand our consumer reach as a games, IP, and toy company. We have set goals and objectives to be one of the most profitable and diverse toy and game companies globally, powered by multi-segment and 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:

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.

As a Company, we believe we possess a number of competitive advantages, including: 1) a broad and deep brand portfolio rooted in play; 2) one of the biggest and most diverse licensing businesses in the world; and 3) a profitable games business anchored by MAGIC: THE GATHERING, MONOPOLY, DUNGEONS & DRAGONS, and Hasbro gaming classics.

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 turnaround. Over the past two years our transformation initiatives have focused on:

Now we are continuing to transform the business by upgrading our systems and talent with an emphasis on:

We finished 2024 with momentum, led by another record year in our Wizards of the Coast and Digital Gaming segment behind growth in licensed and digital gaming and strong performance in MAGIC: THE GATHERING. We had record adjusted operating margin, exceeding 20% on a company-wide basis, due primarily to favorable business mix, cost-savings and reduction in close-out sales. Our full-year revenues and our consumer products segment were down in line with expectations.

Proposal 1 — Election of Directors

The following table summarizes information about each of the ten (10) 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. Blake Jorgensen will retire from the Board and will not be standing for re-election at the Annual Meeting due to other commitments.

Name and Principal Occupation		Age*				Director Since				Independent		Audit		Comp				Finance				Nom/Gov
Hope F. Cochran Managing Director of Madrona Venture Group			53				2016			✓
Christian P. Cocks Chief Executive Officer of Hasbro			51				2022
Lisa Gersh Outside Advisor; Former Chief Executive Officer of Alexander Wang			66				2010			✓
Frank D. Gibeau President of Zynga at Take-Two Interactive			56				2024			✓
Elizabeth Hamren Chief Executive Officer of Ring, Inc.			53				2022			✓
Darin S. Harris Chief Executive Officer of Goddard Systems, LLC; Former Chief Executive Officer of Jack in the Box, Inc.			56				2024			✓
Owen Mahoney Former Chief Executive Officer and President of Nexon Co. Ltd.			58				2024			✓
Laurel J. Richie Independent Branding Consultant; Former President of Women’s National Basketball Association			66				2020			✓
Richard S. Stoddart Chair of the Board of Hasbro and Former President and Chief Executive Officer of InnerWorkings, Inc.			62				2014			✓
Mary Beth West Senior Advisor – McKinsey & Co.; Former Senior Vice President, Chief Growth Officer of The Hershey Company			62				2016			✓

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.

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.

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 aggregate approximately 58% 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 director refreshment, director composition, skill-sets, director on-boarding and evaluation process, our executive compensation plans, pay competitiveness, corporate governance, our ESG disclosure, programs and priorities, and business strategy, risks and opportunities.

Key Actions Taken in the Past Year Considering Shareholder Feedback

Strategic Review and Progress

Governance Changes

Compensation Changes

ESG Updates

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. During shareholder engagement, we discussed how our business impacts children’s human rights. We believe that the well-being of children globally is inextricably linked to the success of our company. Our commitment to respecting the human rights of children is implemented through our high ethical standards and our deep and long-standing commitment to product safety

and quality products. The recently adopted Corporate Sustainability Reporting Directive (“CSRD”) and Corporate Sustainability Due Diligence Directive (“CSDDD”) regulations from the European Union will require certain companies with operations in the EU to report on social and environmental impacts, opportunities and risks - aligning them more closely to business activities and financial performance - and to conduct human rights and environmental due diligence of our operations, including assessment of certain of our policies, practices and products. We are beginning the work of complying with the CSRD and are monitoring the applicability and timing of CSDDD regulations to our business. We plan to report the results of the human rights and environmental due diligence of our business in compliance with these regulations when required.

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 and supply chain.

Focus Area: Climate and Sustainability

Focus Area: Human Rights and Ethical Sourcing

Our Human Rights and Ethical Sourcing program is dedicated to ensuring that facilities involved in the production of our toys, games and licensed consumer products comply with our Global Business Ethics Principles. The program is designed to ensure fair and safe working conditions; fairness, dignity and respect for workers; and supplier engagement to ensure strong safety, health and environmental performance.

For more information on our ESG activities, please see our CSR website at https://csr.hasbro.com/en-us/esg-reports.

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 87.6%, 91.4% and 88.0% of the shares voted at the 2024, 2023 and 2022 Annual Meetings, respectively. Highlights of our compensation programs for 2024 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”.

Proposal 3 — Proposal to Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2025 Fiscal Year

You are being asked to vote to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal 2025. 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 2025 Fiscal Year (Proposal 3).”

Election of Directors (Proposal 1)

At the Annual Meeting, you will be asked to elect ten (10) directors at the Annual Meeting. All of the directors elected at the Annual Meeting will serve until the 2026 Annual Meeting of Shareholders (the “2026 Meeting”), and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Shareholders cannot vote “FOR” more than ten (10) 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 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 Mary Beth West for election by shareholders to serve until the 2026 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:

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.

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.”

Nominees for Election as Directors

The following sets forth certain biographical information regarding each of the Board’s director nominees as of April 4, 2025, 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.

Our Board of Directors has four standing committees:

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 and number of meetings held in 2024, are set forth in the table below. We expect to update the committee composition and chairs during 2025 to reflect the retirement of Blake Jorgensen from the Board at the Annual Meeting.

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.

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.

The following table sets forth information concerning compensation of the Company’s directors for fiscal 2024. Mr. Cocks, the Company’s Chief Executive Officer, served on the Board during fiscal 2024. However, Mr. Cocks did not receive any compensation for his Board service in fiscal 2024 while performing duties as an officer of the Company.

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.

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 2024.

No meeting fees were paid for attendance at meetings of the full Board or committees.

In May of every year, 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 2024, the director stock grants had grant date fair market values of $175,000. 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 least $475,000 (which is equivalent to five times the annual Board retainer). Board members are permitted to sell shares of Common Stock they hold with a value in excess of $475,000, as long as they continue to hold at least $475,000 worth of Common Stock. 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.

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 31^st of the calendar year in which the deferred compensation otherwise would

have been paid and one-half on the next December 31^st, 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-two. 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 compensation so deferred 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.

Governance of the Company

Hasbro is committed to strong corporate governance, ethical conduct, sustainability and the accountability of the Board and Hasbro’s senior management team to the Company’s shareholders. We review our corporate governance principles and practices on a regular basis. Set forth below is a summary of our key governance principles and practices.

Hasbro has a Code of Conduct which is applicable to all of the Company’s officers, employees and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and Controller. The Code of Conduct addresses issues such as conflicts of interest, protection of confidential Company information, financial integrity, compliance with laws, rules and regulations, insider trading and proper public disclosure. Compliance with the Code of Conduct is mandatory for all Company officers, employees and directors. Any violation of the Code of Conduct can subject the person at issue to a range of sanctions, including dismissal.

The Code of Conduct is available on Hasbro’s website at https://hasbro.gcs-web.com/corporate-governance. Although the Company generally does not intend to provide waivers of, or amendments to, the Code of Conduct for its Chief Executive Officer, Chief Financial Officer, Controller, or any other officers, directors or employees, information concerning any waiver of, or amendment to, the Code of Conduct for the Chief Executive Officer, Chief Financial Officer, Controller, or any other executive officer or director of the Company, will be promptly disclosed on the Company’s website in the location where the Code of Conduct is posted.

Hasbro has adopted a set of Corporate Governance Principles which address qualifications for members of the Board of Directors, director responsibilities, director access to management and independent advisors, director compensation and many other matters related to the governance of the Company. The Corporate Governance Principles are available on Hasbro’s website at https://hasbro.gcs-web.com/corporate-governance.

Hasbro’s Board has adopted Independence Standards in accordance with Nasdaq’s corporate governance listing standards. The Independence Standards specify criteria used by the Board in making determinations with respect to the independence of its members and include strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company or its independent auditor. The Independence Standards restrict commercial relationships between directors and the Company and include the consideration of other relationships with the Company, including charitable relationships, in making independence determinations. The Independence Standards are available on Hasbro’s website at https://hasbro.gcs-web.com/corporate-governance.

The Board has determined in accordance with our Independence Standards, that all of our non-employee directors are independent and have no relationships which impact an independence determination under the Company’s Independence Standards. The only member of the Company’s Board who was determined not to be independent was Chris Cocks, the Company’s Chief Executive Officer. Of the ten (10) Board nominees for director at the Annual Meeting, nine (9) are independent, with Mr. Cocks being the only non-independent nominee.

We separate the roles of Chair of the Board and CEO. The Chair of the Board is elected by the Board on an annual basis. The Chairperson presides at all meetings of shareholders and chairs all meetings of the Board of Directors. In addition, the Chairperson performs all duties which may be required by law and such other duties as specified by the Board. The Chairperson’s duties typically include:

If the Chairperson is not an independent director, the Board will appoint a Lead Independent Director with such duties as may be prescribed from time to time.

The Company has a majority vote standard for the election of directors in uncontested director elections, coupled with a director resignation policy for those directors who do not receive a majority vote. A plurality vote standard applies to contested director elections.

In an election of directors that is not a contested election (as defined below), when a quorum of shareholders entitled to vote is present, each nominee to be elected by shareholders will be elected if the votes cast “FOR” such nominee exceed the votes cast “AGAINST” such nominee. In cases where as of the tenth (10th) day preceding the date on which the Company first mails its notice of meeting, for the meeting at which directors are being elected, the number of nominees for director exceeds the number of directors to be elected (referred to as a “contested election”), when a quorum of shareholders entitled to vote is present, each nominee to be elected by shareholders shall be elected by a plurality of the votes cast.

In an election that is not a contested election, in order for an incumbent director to become a nominee for re-election to the Board, such person must submit an irrevocable resignation, contingent on both that person not receiving a “FOR” vote that exceeds the “AGAINST” vote cast and acceptance of that resignation by the Board in accordance with the policies and procedures of the Board adopted for such purpose. In the event an incumbent director fails to receive a “FOR” vote that exceeds the “AGAINST” vote in an election that is not a contested election, the Company’s Nominating, Governance and Social Responsibility Committee shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director.

The Board shall act on the resignation, taking into account the recommendation of the Nominating, Governance and Social Responsibility Committee, and publicly disclose (by filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale for that decision, within sixty (60) days following the final certification of the vote at which the election was held. The Nominating, Governance and Social Responsibility Committee in making its recommendation, and the Board in making its decision, may each consider all factors and information that they consider relevant and appropriate. Both the Nominating, Governance and Social Responsibility Committee, in making their recommendation, and the Board in making its decision, with respect to any given nominee who has not received the requisite vote in an election that is not a contested election, will act without the participation of the nominee in question.

The Company has a policy providing that Board members may not serve on the boards of directors of more than a total of four public companies (including the Company’s Board) and/or registered investment fund families. If the director is also a sitting chief executive officer of a public company, the director may not serve on more than one other public company board or registered investment fund family board, in addition to the Company’s Board. And, if the director is an executive chair of a public company, the director may not serve on the board of more than two other public companies and/or registered investment fund families. Any director whose service on boards exceeds the limits as a result of a private company becoming public, is given up to twelve (12) months to comply with this policy.

The Board does not have a policy setting rigid limits on the number of audit committees on which a member of the Company’s Audit Committee can serve. Instead, in cases where an Audit Committee member serves on more than three public company audit committees, the Board evaluates whether such simultaneous service would impair the service of such member on the Company’s Audit Committee.

Before accepting a seat on the board of another public company, the director is required to notify the Chair of Nominating, Governance and Social Responsibility Committee to avoid potential conflicts of interest, as well as to assist in the determination of whether the aggregate number of directorships and attendant responsibilities held by a director would interfere with such director’s ability to properly discharge his or her duties to the Company. The Chair and committee review the request and determine compliance with the Company’s over-boarding policy. Additionally, as part of the nomination process for board members, the Nominating, Governance and Social Responsibility Committee reviews the director’s annual questionnaire, including independence, and outside board responsibilities and time commitments. Each of the Company’s Board nominees is in compliance with the outside board service limitations.

New directors receive an orientation to assist them in their roles as Board and committee members. Orientation includes subjects such as board governance and operation, Company history, strategic plans, business operations, financial position and legal and regulatory environment. Management also provides information on an ongoing basis to assure that Board members are aware of the business, legal and other developments necessary to fulfill their role. We also make available outside educational opportunities as the Board deems relevant and appropriate. New directors are assigned a mentor on the Board to facilitate the director’s on-boarding.

Every year the entire Board, as well as each of the committees of the Board, conduct a self-evaluation process. This process includes each director and each committee member submitting confidential feedback on the performance of the Board, as well as on the performance of each committee on which they serve. The feedback is then collected and reviewed and discussed by the applicable committees, as well as the entire Board of Directors. This feedback informs changes the Board and the committees consider making to their processes and areas of review for the next year.

In addition to the self-evaluation process, periodically the Board engages an independent third-party to perform an external review. In 2024, the Board engaged a third-party to conduct a comprehensive board evaluation, which included surveying and interviewing all members of the Board and certain members of management, observing board meetings, assessing board composition, reviewing key documents and running workshops focused on Board culture and behaviors. The third party identified key strengths of the Board and made recommendations for potential enhancements to the Board’s operation and functions.

Although the Company does not have a formal policy with respect to Board tenure, the Board does seek to keep a balance of tenures to provide continuity of understanding of the business, long-term succession planning, corporate governance best practices and meaningful onboarding of new directors, including educating new directors with respect to the Company’s business, while also providing for new perspectives brought to bear by new Board members. The Board generally targets a mix of tenures in which roughly one-third of the Board members have been on the Board for a relatively short period of time, one-third for a medium period of time, and one-third for a longer period of time. Although that is a general target, the composition of Board tenures may vary over time for many factors, including the availability of appropriate director candidates or the importance of continuity during leadership transitions, such as the appointment of a new CEO.

We have adopted a “proxy access” procedure in our By-Laws. Our proxy access bylaw allows a shareholder or a group of up to 20 shareholders, that has maintained continuous ownership of at least 3% of the voting power of the Company’s outstanding voting stock for at least 3 years, to include nominees for election to the Board of Directors in the Company’s proxy statement. Subject to compliance with the requirements of the proxy access By-Law provisions, the shareholder or group of shareholders may include director nominees for up to the greater of (i) 20% of the Board, rounded down to the nearest whole number, or (ii) 2 nominees.

The Company has share ownership guidelines which apply to all officers and certain employees at or above the most Senior Vice President level and establish target share ownership levels which executives are expected to achieve over a five-year period and then maintain, absent extenuating circumstances. The Company also requires employees at those levels to retain a portion of any net shares realized from stock vesting or option exercises during the five-year period an executive has to achieve their stock ownership requirement until the executive’s ownership requirement level is satisfied. Until the applicable ownership level is achieved, the executive is required to retain an amount equal to at least 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted to the executive following such executive becoming subject to the policy. Once the required stock ownership level is achieved, the executive is required to maintain the stock ownership level for as long as the executive is employed by the Company and is subject to the policy.

Under the Company’s Restated 2003 Stock Incentive Performance Plan, as amended, all awards are subject to a double trigger change in control provision. This means that rather than vesting automatically upon a change in control of the Company, such awards will only vest following a change in control if the award recipient’s employment with the Company is terminated under specified circumstances.

Under the Board-approved Clawback Policy, all equity and non-equity incentive plan compensation granted by the Company is subject to this Clawback Policy. The policy provides that if an accounting restatement is required due to the Company’s material non-compliance with any accounting requirements, then the Company will recover from all of the Company’s executive officers, regardless of whether they were at fault or not in the circumstances leading to

the restatement, any excess in the incentive compensation they earned over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements. In the event the officer’s misconduct, violation of Company policy or fraud contributed to the need for a restatement, then the Company will use reasonable efforts to recover up to 100% of the affected incentive compensation. In addition to the foregoing, the Company has adopted further clawback provisions than required under the Dodd-Frank Act. Specifically, the Company will use reasonable efforts in the event of a restatement to recover from any other current or former employee who is not an executive officer who received incentive compensation during the impacted period due to the person’s negligence, misconduct, wrongdoing or a violation of any of the Company’s rules or of any applicable legal or regulatory requirements in the course of the such employee’s employment by, or otherwise in connection with, the Company; or a breach of a fiduciary duty to the Company or its shareholders by such employee. The Company’s Clawback Policy is filed as an exhibit to the Company’s Form 10-K.

Under the Company’s Board approved Global Insider Trading Policy, pledges or hedges of Company stock by directors, officers or other employees on a prospective basis is prohibited. The Board believes this policy furthers the interest of shareholders by ensuring that directors, officers and employees have the same economic incentives as shareholders and that equity held by directors, officers and employees will not be sold in situations beyond the control of the director, officer or employee.

During 2024, the Board held eleven (11) meetings. All directors attended at least 75% of the aggregate of (i) the Board meetings held during their tenure as directors during 2024 and (ii) the meetings of any committees held during their tenure as members of such committees during 2024. Although the Company does not have a formal policy requiring attendance of directors at the annual meeting of shareholders, the expectation of the Company and the Board is that all directors will attend the annual meeting of shareholders in person or virtually unless conflicts prevent them from attending. All members of the Board attended the 2024 Annual Meeting of Shareholders.

The Board has established a target retirement age of 72. Normally, a director who has reached this age will serve out his or her current term and not stand for re-election at the end of that term. However, the Board recognizes that from time to time there may be unusual circumstances where exceptions need to be made to this general rule to retain needed continuity and expertise, or for other business reasons.

The Board devotes significant time establishing, reviewing and discussing the succession plans for the CEO and each of his direct reports as well as the talent pipeline leading to those positions, part of building a diverse and inclusive workforce. The Board, the Compensation and Talent Committee and the Nominating, Governance and Social Responsibility Committee are involved in succession planning, as well as our Chief Executive Officer and other members of management. The Board drives the succession planning for the position of CEO. The Board, working with the CEO, members of management and outside advisors, oversees succession planning for certain other senior management positions. To assist the Board, senior management reports to the Board on management development and succession planning for the CEO and other members of senior management. In identifying successors, the Company has historically considered both internal and external candidates.

Succession planning is among the Board’s top priorities and is included in the annual goals for executive management. Mr. Cocks, as CEO, is responsible for providing a regular talent update to the Board and Compensation and Talent Committee. Further, the Board and the Nominating, Governance and Social Responsibility Committee continue to regularly review in-depth succession plans, considering long-term, medium-term and short-term options. The Board also has exposure to internal succession candidates through their periodic participation in Board meetings and/or engagement outside of Board meetings.

Compensation and Talent Committee Report

The following section of this Proxy Statement, entitled “Compensation Discussion and Analysis,” contains a discussion regarding the objectives of the Company’s executive compensation programs, how those programs drive Company performance and a review of the processes and program elements used by the Compensation and Talent Committee to attract and retain executive talent, align the interests of the executive team with those of the Company’s shareholders, create a strong linkage between pay and performance, maximize the business results of the Company and enhance shareholder value.

The Compensation and Talent Committee has reviewed and discussed with management the Compensation Discussion and Analysis that follows this report. Based on its review and discussions with management, the Compensation and Talent Committee recommended to the Company’s full Board, and the full Board has approved, the inclusion of the Compensation Discussion and Analysis in this Proxy Statement for the Meeting and, by incorporation by reference, in the Company’s Annual Report on Form 10-K for the year ended December 29, 2024.

Report issued by the members of the Compensation and Talent Committee as of the Company’s 2024 fiscal year end.

Lisa Gersh (Chair)

Elizabeth Hamren

Laurel J. Richie

Richard S. Stoddart

Compensation Discussion and Analysis

In the following Compensation Discussion and Analysis (“CD&A”), we describe our approach to the executive compensation programs and our compensation decisions for 2024 for the following Named Executive Officers (“NEOs”).

2024 Performance Overview

Fiscal year 2024 was a year of continued transformation for our business and we delivered tangible results from our initiatives. We focused our efforts on strategic investments in our most valuable and profitable franchises across games, licensing, toys and entertainment. We also made significant progress in our cost-savings initiatives and further strengthened our leadership team with industry veterans and turnaround experts.

2024 Financial Results

We finished 2024 with momentum, led by another record year in our Wizards of the Coast and Digital Gaming segment, continued success in licensing, and operating profit improvement across the Company.

A reconciliation of our GAAP to non-GAAP financial results can be found in Appendix A to this Proxy Statement.

2024 Business Results, Operational Excellence and Leadership Changes

In 2024, we continued to execute on our operational excellence program, an ongoing enterprise-wide cost-savings initiative that includes targeted cost-savings, supply chain transformation and certain other restructuring actions designed to drive growth and enhance shareholder value. Since this program was initiated in 2022, as of the end of fiscal 2024, we have delivered approximately $600 million of gross cost-savings and $320 million of net cost-savings.

On July 18, 2024, we announced the appointment of John Hight as the new President of Wizards of the Coast and Digital Gaming. Mr. Hight previously served as Senior Vice President and General Manager of the Warcraft Franchise at Blizzard Entertainment, overseeing all development and commercial activities for World of Warcraft, Hearthstone, and Warcraft Rumble. Mr. Hight replaced Cynthia Williams, former President and Chief Operating Officer of Wizards of the Coast and Digital Gaming, who departed on April 26, 2024 to pursue a role as chief executive officer of another company.

On July 18, 2024, we also announced the appointment of Holly Barbacovi, a seasoned HR leader, as our new Executive Vice President and Chief People Officer. Ms. Barbacovi previously served as Wizards of the Coast’s Vice President of Human Resources from 2016 to 2020. She rejoined Hasbro from Bungie, where she served as Chief Operating Officer.

Matt Austin, our former Chief Revenue Officer, transitioned into an advisory role at the beginning of fiscal year 2025.

2025-2027 Mid-Range Guidance

In February 2025, following the announcement of our “Playing to Win” long-term strategy described earlier in this Proxy Statement, we provided our mid-range objectives through 2027 to achieve an average of mid-single digit revenue growth and 50-100 basis points of annual operating profit margin improvement. By 2026, we project our gross debt to adjusted EBITDA ratio to stand at 2.5x. And by 2027 our operational excellence program is expected to deliver $1 billion of gross cost-savings. Our compensation plans through 2027 will be designed to help support achievement of those objectives. This guidance was based on the anticipated impact of US tariffs on imports from China and potential tariffs on Mexico and Canada imports as announced on February 1, 2025, and reflects mitigating actions we plan to take including leveraging the strength of our supply chain and potential pricing actions. It does not reflect any further tariff actions by the US or other countries after February 1, 2025, as the impacts of such actions remain uncertain.

2024 Compensation Plan Design

To ensure the success of our strategy for long-term shareholder value creation, we believe it is critical to align our executive compensation program with our short and long-term strategic and financial goals.

Our 2024 annual incentive plan contained key financial and non-financial performance metrics, which the Committee believed captured the most important aspects of the top and bottom-line performance of the Company as well as the Company’s change in strategic direction and transformation efforts. For Corporate functions, the metrics included total net revenue (weighted at 40%), operating profit dollars (weighted at 40%) and a strategic metric relating to our transformation efforts, most notably specific targets for cost-savings (weighted at 20%). For the business area participants, the Committee determined to use revenue and operating profit dollars for the business area, each weighted at 40%, and a similar metric around performance against our strategic goals for the Company (weighted 20%) stressing the importance of the Company’s transformation and cost-savings efforts.

Starting in 2024, the metrics for performance share unit awards, which represented 50% of total LTI for our CEO and other NEOs, were revised to focus on performance metrics which the Committee believed captured the most important aspects of the Company’s long-term performance and best aligned with shareholder value creation. For the 2024 awards, the Committee chose Diluted Earnings Per Share (EPS) (weighted at 100%), which is then subject to +/- 25% modifier based on the Company’s relative Total Shareholder Return (TSR) performance versus the S&P 500 TSR comparator group.

In 2024, the Committee undertook a rigorous review of both the short-term and long-term performance goals as a result of several factors including, the divestiture of the eOne business at the conclusion of 2023 and strategic decisions to out-license certain brands, particularly in the toy business, and forecasted decline in the toy industry in 2024. The emphasis on our out-licensing business was and continues to be a key aspect of our strategy to focus on our profitability by embracing the strengths of our partners, even though these types of activities may have a short-term effect on revenues. As discussed further in the Annual Incentive Compensation section below, these items resulted in revenue goals being set at values lower than prior year performance which the Committee felt was appropriate given the circumstances.

2024 Compensation Decisions Aligned with Performance

With respect to the 2024 annual incentive plan, the Committee reviewed the performance of the Company and its business areas against the annual incentive plan targets for fiscal year 2024. The Total Hasbro metrics payout factor for awards under the 2024 annual incentive plan, as approved by the Committee, was 125% of target. The Committee reviewed the base incentive awards that would have been received by the NEOs using the Company and business area performances. In determining final amounts for the NEO’s, the Committee considered the NEO’s individual performance and contribution to the Company’s transformation efforts, refined strategy and focus areas and cost reduction measures intended to position the Company for future success.

With respect to our long-term incentive awards, a payout of 17% was achieved for the 2022-2024 performance share units. See “Long-Term Incentive Compensation — PSU Awards” below.

The payouts under the annual incentive plan and LTI program further evidence our pay-for-performance alignment.

Shareholder Engagement

We engage with our major shareholders on a regular basis. We do this as part of our commitment to build relationships, discuss and receive feedback on our business strategy, be responsive to shareholders and ensure that our actions are informed by the viewpoints of our investors. Our shareholders supported our Say-on-Pay votes in the last three years, with favorable votes of 87.6%, 91.4% and 88.0% of the shares voted at the 2024, 2023 and 2022 Annual Meetings, respectively.

In addition to our year-round engagement, as we have done for many years, in 2024 and early 2025, we again extended an invitation to our top 25 shareholders (holding in aggregate approximately 58% of our outstanding shares) to meet and we had discussions with those who accepted our invitation (representing approximately 24% of our outstanding shares). 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 director refreshment, director on-boarding and evaluation process, our executive compensation plans, pay competitiveness, corporate governance, and business strategy, risks and opportunities. The feedback we received from our shareholders was discussed by our Board and its committees. Shareholders we spoke to indicated that they were supportive of our program design to reward performance based on key financial metrics, which in 2024 included:

Based on our continuing dialogue with our significant shareholders and the strong support we have seen in our Say-on-Pay vote, we believe our compensation program reflects the views of our shareholders and strongly drives our pay for performance objectives.

Executive Compensation Program Structure and Alignment with Performance

The Committee has implemented a carefully structured executive compensation program that is tightly linked to long-term shareholder value creation. The program incorporates a combination of short-term and long-term forms of compensation that are structured to incentivize company performance and the achievement of corporate and business unit objectives the Committee believes are critical to driving sustained long-term shareholder value. At the same time, the program incorporates elements that ensure the Company attracts and retains top executive talent with the creativity, innovation, drive and diverse skills in branded-play, digital gaming, licensing, consumer products, and entertainment that are critical to the successful execution of our strategy. As our strategy evolves, such as our recently announced “Playing to Win” strategy, the Committee reviews the compensation program to ensure that it supports the strategy of the Company and enables us to attract and retain key talent to execute on our strategy.

In support of this linkage to long-term shareholder value creation, a significant portion of the total compensation opportunity for our CEO and our other NEOs is variable and performance-based.

The following summarizes the components of our 2024 compensation program for our NEOs.

Executive Compensation Philosophy and Objectives

The Committee regularly reviews compensation practices to best align our compensation programs with shareholder interests, company strategy and best practices. The Committee’s fundamental objectives with our executive compensation program are to:

The Committee believes it is critical to have a robust succession planning and management development process and seasoned talent ready to deploy into key executive positions, and our compensation programs are designed to support these objectives.

The Committee structures the Company’s compensation program in a way it believes appropriately aligns pay with performance without encouraging excessive risk taking or other behavior on the part of executive officers that is not in the Company’s best interests.

Our goal is to position total target direct compensation for our NEOs within a market competitive range that reflects the individual’s performance, criticality to the business, experience and future potential. For more information on the peer group used to benchmark our NEO’s compensation, please see below under the heading “Compensation Process — Peer Group and Benchmarking to the Market.”

All equity and non-equity incentive plan compensation is subject to the Board-approved Clawback Policy. The policy provides that if an accounting restatement is required due to the Company’s material non-compliance with any accounting requirements, then the Company will recover from all of the Company’s executive officers, regardless of whether they were at fault or not in the circumstances leading to the restatement, any excess in the incentive compensation they earned over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements. Additionally, in the event the officer’s misconduct, violation of Company policy or fraud contributed to the need for a restatement, then the Company will use reasonable efforts to recover up to 100% of the affected incentive compensation. See “Corporate Governance - Clawback Policy” above for more information.

Strong Compensation Governance Practices

Compensation Process

Hasbro’s executive compensation program is structured with input, analysis, review and/or oversight from various sources, including:

All final decisions regarding the performance and compensation and retention programs for the Company’s executive officers, including the NEOs, are made by the Committee. The performance and compensation package for the Company’s Chief Executive Officer is also reviewed and approved by the full Board, without the Chief Executive Officer being present.

In structuring the various compensation elements, the Company and Committee review each element on both an individual basis and in totality as part of an overall compensation package. This process includes reviewing tally sheets for each of the executive officers that set forth total target direct compensation, and within that total summarize the target level for each element and the portion of total target direct compensation comprised of the various compensation elements.

For NEOs other than the CEO, the CEO makes recommendations to the Committee for each executive’s compensation package. The Committee then discusses these recommendations with the CEO, both with and without the presence of the Company’s Executive Vice President and Chief People Officer. The Committee further reviews and discusses all recommendations in executive session and, as part of these discussions, the Committee discusses the recommendations with representatives from Meridian.

Peer Group and Benchmarking to the Market

In designing the fiscal 2024 executive compensation program, the Committee reviewed certain market data as a market check for each of the NEO’s, including: (i) base salary; (ii) total target cash compensation (comprised of base salary and target short-term incentive award); and (iii) total target direct compensation (comprised of base salary, target short-term incentive award and target long-term incentive award). This market information is one element reviewed by the Committee in setting compensation targets.

As the Company has developed into a leading game, intellectual property and toy company, the companies with which Hasbro competes for executive talent is intense and the skills and expertise required of Hasbro’s executives is diverse and continues to evolve with our refreshed strategy. The Company competes with a broad range of companies that focus on digital gaming, licensing intellectual property brands, consumer products and entertainment, in the hiring and retention of executives.

The Committee, with the assistance of its independent compensation consultant, annually reviews the compensation peer group. Our peer group for 2024 included the following companies:

In light of Microsoft’s acquisition of Activision Blizzard during 2024, as part of the overall market review of the peer group, the Committee, with assistance from its independent consultant, reviewed the compensation peer group and added iHeartMedia, Inc. for 2025 to ensure the peer group remained appropriate from a size standpoint and a reasonable sample size.

Role of the Independent Compensation Consultant

In reviewing and establishing the fiscal 2024 compensation program for the Company’s executive officers, the Committee received input and recommendations from representatives from Meridian, an independent compensation consultant. Meridian was retained by, and reports directly to, the Committee. Meridian advised the Committee with respect to the Committee’s review of the Company’s executive compensation programs and provided additional information as to whether the Company’s proposed executive compensation programs were competitive, fair to the Company and the executives, reflected strong alignment between pay and performance, provided appropriate incentive to and retention of the executives and were effective in promoting the performance of the Company’s executives and achievement of the Company’s business and financial goals. Meridian did not provide any other services to Hasbro in 2024.

The Committee recognizes that it is essential to receive objective advice from compensation consultants that are independent. Therefore, the Committee maintains a policy requiring an annual assessment of compensation consultant independence based on NASDAQ’s requirements. The Committee concluded that Meridian was independent and had no conflicts of interest or other relationships that may impair their independence during their service to the Committee.

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 competitiveness with market compensation offered to executives with similar responsibilities, expertise and experience in other companies the Company considers to be comparable to and/or competitive with the Company; and (iii) to recognize continued individual performance and contribution.

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 2024, the Committee determined that the following forms of compensation and performance metrics were appropriate for aligning executive compensation with Company performance and shareholder interests.

Annual Incentive Compensation

The annual incentive plan is designed to incentivize our NEOs to achieve critical 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 2024 from 150% to 175% to more closely align with market as part of the planned progression of Mr. Cocks compensation as CEO.

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, with the exception of Mr. Austin who was eligible to earn up to 240% of his target annual incentive opportunity to incent him to drive strong sales performance. For financial metrics, threshold performance results in a 50% of target payout and maximum performance results in a 200% payout, with the exception of the revenue metric for Mr. Austin which had the potential to earn a maximum of 300% to incent stronger sales performance. The final payouts are determined by interpolation and a payout scale that has a slower payout for modest growth with the rate increasing as performance increases. Strategic metric results are determined based on pre-set quantitative performance goals and qualitative factors that may significantly impact performance. Any amounts earned are paid in cash. Individual performance for each NEO, including the CEO, is evaluated by the Committee in determining final payout amounts. Awards can be adjusted down to 0% or up to +35% based on individual performance.

Annual Incentive Performance Metrics

The following shows the performance measures assigned to each of the Named Executive Officers, together with the indicated weight based on the Company’s 2024 operating plan and budget. As part of establishing the 2024 operating plan and budget, management along with the Committee underwent a rigorous goal setting process to ensure the annual incentive performance goals appropriately reflected the impact of key strategic decisions including the divestiture of the eOne Film & TV business, the decision to out-license several toy brands which adversely impacted the Company’s top line revenue and the impact of the forecasted decline in the toy industry. The emphasis on our out-licensing business was and continues to be a key aspect of our strategy to focus on our profitability by embracing the strengths of our partners, recognizing that these types of activities may have a short-term effect on revenues. This decision to out-license certain brands had a positive impact on our profitability but a negative impact on our revenue.

Note: For the business area to have a payout on the business area component both business area metrics must achieve the minimum threshold.

The Company’s performance goals were set with the objective of achieving strong financial results while continuing with the Company’s transformation to a leading game, IP and toy company, and the business area performance goals were set with the objective of achieving strong profitable revenue growth while focusing on the transformation of the operations and cost-structure of the Company. The Committee believed these performance metrics captured the most important aspects of the top and bottom-line performance and strategy of the Company, the Wizards Business Area, Toys, Games, Licensing & Entertainment (“TGLE”), and the Commercial 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.

Calculation of 2024 Annual Incentive Payout

The tables below show the calculation of 2024 annual incentive award for each eligible NEO.

Mr. Cocks and Ms. Goetter’s 2024 Calculated Annual Incentive Payout

Company Strategic Metric

The Company Strategic Metric was assessed against a strategic cost-savings metric as part of the operational excellence program.

Note: Percentage Achievement shown against mid-point of target range (e.g., $225 million).

Mr. Hight’s 2024 Calculated Annual Incentive Payout

Mr. Kilpin’s 2024 Calculated Annual Incentive Payout

Mr. Austin’s 2024 Calculated Annual Incentive Payout

Calculated Annual Incentive Payouts

With respect to the 2024 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 2024. 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. After this review, the Committee determined to make individual performance adjustments for Mr. Cocks and Ms. Goetter for the reasons described below.

For Mr. Cocks, the Committee adjusted the calculated payout due to his exceptional performance in developing and revamping the Company’s strategy and guiding the Company through its transformation efforts. The Committee highlighted Mr. Cocks’s leadership and direction resulting in the development and implementation of a robust and comprehensive long-range plan; rolling out a new strategy for the company focused on gaming, IP, and toys, and demonstrating success of the strategy by delivering record results in gaming and licensing and delivering meaningful progress in toys against turnaround goals; leading the Company’s efforts in returning the toy business to profitability; directing investment in a growing pipeline of self-published and co-developed video games; and leading efforts resulting in achievement of adjusted operating margin in excess of 20% and cost-savings significantly ahead of plan.

For Ms. Goetter, Mr. Cocks recommended and the Committee approved the adjustment to her annual incentive due to her significant progress in directing the Company’s turnaround efforts and leadership in overseeing the Company’s refreshed strategy. The Committee recognized Ms. Goetter’s increased scope of responsibility, which included being tasked with the Chief Operating Officer duties; overseeing the transformation of the Company’s business and financial systems; leading the operational excellence program resulting in achievement of adjusted operating margin in excess of 20% and cost-savings significantly ahead of plan; leading the Company’s efforts in returning the toy business to profitability; leading the successful outsourcing of certain administrative functions; developing processes and procedures within the supply chain function; and successfully implementing a budgeting process allowing Hasbro to raise gross cost-savings targets to $1 billion by 2027.

2024 Annual Incentive Payouts

The table below shows each eligible NEO’s final 2024 annual incentive payout.

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 link between pay and performance. Targets are expressed as a percentage of each individual’s base salary. In 2024, 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 an overall compensation review. As a result, the Committee took the following action as it relates to 2024 long-term incentive awards.

The 2024 LTI Award target value for our NEOs were as follows:

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 2024, the Committee set the performance metric and respective weighting 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. The Committee believed that these performance metrics were key factors in creating long-term shareholder value and appropriately align the interests of our executives with those of our shareholders.

The following table outlines payout at threshold, target and maximum performance. For EPS, performance between threshold and target and target and maximum, the payout is determined by linear interpolation. With respect to the relative TSR modifier, if EPS achieves maximum performance (e.g. 200%) and relative TSR performance is above the 75th percentile, the PSU final payout factor will be 250%. If EPS achieves threshold performance (e.g. 50%) and relative TSR performance is below the 25th percentile, the PSU final payout factor will be 37.5%