HAS Hasbro Inc

Letter to Our Shareholders

Strategic Review: In February 2022, Chris Cocks took over as Hasbro CEO. He and the executive team undertook a thorough strategic review of the company. In October, the leadership team unveiled its strategy for driving accelerated revenue and profit growth – Blueprint 2.0. This strategy builds on the strong foundation in place but focuses Hasbro’s resources on fewer initiatives and brands which we believe can deliver significant top and bottom-line growth, including strict profit margin targets, and where Hasbro is or can be a category leader. At the same time, we are investing in key growth areas including Gaming, Direct-to-Consumer and Data Insights.

As part of this review, Chris and his team established an Operational Excellence program to cut costs and increase efficiencies with a target to deliver $250-$300M of savings by year-end 2025.

We reaffirmed the importance of storytelling in brand building but are prioritizing assets and investments most closely tied to the Blueprint 2.0. As a result, we have commenced a sale process for entertainment assets not focused on Hasbro IP. As of this letter, this process is ongoing.

Board Refreshment & Governance Actions: Last year, we continued the ongoing refreshment of our Board with the addition of two highly qualified individuals who bring extensive digital gaming and capital allocation experience: Liz Hamren, CEO Ring and Blake Jorgensen, Former CFO Electronic Arts.

This year, Ken Bronfin and Ted Philip are not standing for re-election to Hasbro’s Board. Both Ken and Ted have been exceptional members of the board, making tremendous contributions over their tenures. We thank them for their valuable oversight and wish them well in all their future endeavors.

Following the annual meeting, the board will consist of 11 members. We committed to return to a smaller size last year with a goal to achieve by next year’s annual meeting. We accomplished it a year earlier than expected.

Our slate of Board nominees this year is 64% female, including two racially diverse candidates.

We also clarified the remit of the Finance Committee, renaming it the Finance and Capital Allocation Committee, to reinforce its long-standing role in capital allocation oversight.

Finally, we updated our compensation program, adding a metric to align to the transformation efforts, ensuring metrics aren’t repeated in short and long-term plans, and adding a TSR modifier to the long-term incentive plan.

Enhanced Disclosures: As Hasbro evolves and grows, we have added new disclosures to help investors understand the business in the context of Blueprint 2.0.

In 2022, MAGIC: THE GATHERING became Hasbro’s first $1 billion brand, growing 7% to $1.065 billion in revenue. The Company began reporting the brand’s revenue as part of its earnings release disclosures and committed to disclosing revenue for all $1 billion brands go forward.

Digital gaming is a key investment area for the company. Last year, we began disclosing the breakdown of tabletop and digital gaming revenue in the Wizards and Digital Gaming segment to provide investors with additional insight into the progress of this growth opportunity.

In Q1 2023, the Company will begin reporting under new Brand Portfolio categories: Franchise Brands, Partners Brands, Portfolio Brands and Other Entertainment. Franchise Brands have been updated and align to the key growth properties including all gaming brands.

Richard S. Stoddart

Chair of the Hasbro Board of Directors   

The Hasbro, Inc. 2023 Annual Meeting of Shareholders (the “Annual Meeting”) will be held in a virtual format only. Our virtual meeting will be structured in a manner intended to provide our shareholders with a participation experience similar to an in-person meeting.

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 www.meetnow.global/MPL92M4.

Purpose

How to Vote

Vote by Internet

Go to the website
identified on the enclosed proxy card or voting
instruction form.

Vote by Phone

Call the number on
the enclosed
proxy card or voting instruction form.

Vote by Mail

Sign, date and return the enclosed proxy card or voting instruction form in the accompanying postage-paid pre-addressed envelope.

Vote During the Meeting

See the instructions

below regarding

how to vote

at the Annual Meeting.

Summary Compensation Table

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Retirement Plan Annual Benefits and Payments

Non-Qualified Deferred Compensation and Other Deferred Compensation

Potential Payments Upon Termination or Change in Control

Agreements and Arrangements Providing Post-Employment and Change in Control Benefits

APPENDIX A —GAAP TO NON-GAAP RECONCILIATION

APPENDIX B —STANDARDS FOR DIRECTOR INDEPENDENCE

APPENDIX C —THIRD AMENDMENT TO 2003 RESTATED STOCK INCENTIVE PERFORMANCE PLAN, AS AMENDED

APPENDIX D —2003 RESTATED STOCK INCENTIVE PERFORMANCE PLAN

Annual Meeting Information

Date and Time

10:00 a.m. Eastern Time

Thursday, May 18, 2023

Record Date

Tuesday

March 22, 2023

Where

Virtually online at

 www.meetnow.global/MPL92M4

Meeting Agenda and Recommendation of the Board of Directors

Agenda Item

Board

Recommendation

Page

Number

Proposal 1

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

“FOR”

Proposal 3

Advisory Vote on the Frequency of the Vote on the Compensation of the Company’s Named Executive Officers

“ANNUAL” (a vote every year)

Proposal 4

Approval of Amendments to the Company’s Restated 2003 Stock Incentive Performance Plan, as amended

“FOR”

Proposal 5

Ratification of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal Year 2023

“FOR”

2022 Overview

In February 2022, our Board appointed Chris Cocks as our new Chief Executive Officer. Mr. Cocks took over the role from Richard Stoddart, a member of our Board of Directors, who was serving as Interim Chief Executive Officer following the untimely passing of Brian Goldner, our former long-time CEO in October 2021.

In February 2022, we appointed Cynthia Williams as President of Wizards of the Coast and Digital Gaming to succeed Mr. Cocks in that role. Ms. Williams joined us from Microsoft, where she most recently served as General Manager and Vice President, Gaming Ecosystem Commercial Team, and drove the expansion of Xbox Gaming and the acceleration of game-creator growth. Prior to joining Microsoft, Ms. Williams spent more than a decade at Amazon, where she led the global growth of their ecommerce direct-to-consumer business Fulfillment by Amazon.

In May 2022, we appointed Najuma Atkinson to lead our Global HR function. Ms. Atkinson, our Executive Vice President and Chief People Officer, joined us from Dell Technologies, where she served as Senior Vice President of Global HR Services.

In November 2022, we announced that Deborah Thomas informed Hasbro of her intent to retire from her position as Executive Vice President and Chief Financial Officer after 24 years of distinguished service and leadership with the Company. Hasbro initiated a search process to identify her successor, which is ongoing. Ms. Thomas and Hasbro plan for her to remain as Chief Financial Officer until her successor is in place, and remain as an advisor to the Company thereafter until December 31, 2023 to ensure a smooth transition.

On December 30, 2022, Darren Throop, eOne CEO, retired from the Company.

In January 2023, we announced that Eric Nyman, President and Chief Operating Officer since February 2022, would be leaving the Company effective March 31, 2023.

Focus on fewer, bigger, more profitable brands and drive market share in the key categories of preschool, games, creativity, outdoor and action brands.

Develop our insights and analytics capabilities heavily focused on putting consumers at the center of everything we do, as we build multi-generational brands.

Entertainment investments focused on Hasbro IP aligned with our Blueprint 2.0 strategy, including merchandise and digital engagement opportunities with a focus on franchise brands.

Invest in our Hasbro direct-to-consumer and digital business, inclusive of Hasbro PULSE, SECRET LAIR, MAGIC: THE GATHERING ARENA and D&D Beyond. An example of this investment includes our 2022 acquisition of D&D Beyond, the premier digital content platform for DUNGEONS & DRAGONS, for a purchase price of $146.3 million.

Continue to cultivate digital licensing relationships that activate our brands.

Scale licensing of our brands through a growing portfolio of partners from theme park operators to toy companies, for consumers to experience our brands and drive communities of friendship and fandom around them.

Invest in our people at all levels of our organization and continue to foster a diverse and inclusive culture that drives accountability and focuses on profitability.

Execute operational savings initiatives, including supply chain transformation, to improve operating results and reinvest in our business.

2022 Financial Performance

Board Matters

Name and Principal Occupation

Michael R. Burns

Vice Chairman of Lions Gate Entertainment Corp.

Hope F. Cochran

Managing Director of Madrona Venture Group

Christian P. Cocks

Chief Executive Officer of Hasbro

Lisa Gersh

Outside Advisor; Former Chief Executive Officer of Alexander Wang

Elizabeth Hamren

Chief Executive Officer of Ring, Inc.

Blake Jorgensen

Special Advisor and Former Chief Financial Officer of PayPal Holdings, Inc.

Tracy A. Leinbach

Retired Executive Vice President and Chief Financial Officer of Ryder System, Inc.

Laurel J. Richie

Independent Branding Consultant; Former President of Women’s National Basketball Association

Richard S. Stoddart

Chair of the Board of Hasbro and Former President and Chief Executive Officer of InnerWorkings, Inc.

Mary Beth West

Former Senior Vice President, Chief Growth Officer of The Hershey Company

Linda Zecher Higgins

Chief Executive Officer and Managing Partner of The Barkley Group

Age and Committee memberships are as of April 3, 2023. Committee assignments are expected to be updated effective at the Annual Meeting to reflect the departure of Mr. Bronfin and Mr. Philip, including the appointment of new chairs of certain committees.

Chair:

Member:

Audit Committee Financial Expert:

Corporate Governance Matters

Board and Board Committee Practices

Shareholder Rights, Accountability and Other Governance Practices

Undertook a comprehensive strategy review.

Unveiled Blueprint 2.0, our strategy to drive accelerated revenue and profit growth.

Established an Operational Excellence Program to deliver $250 to $300 million in annual savings by end of fiscal 2025.

Divested certain non-core assets and commenced a sale process of our eOne television and film business.

Refreshed our Board of Directors with the appointment of Elizabeth Hamren and Blake Jorgensen, two highly proficient directors with capital allocation and digital gaming experience.

Announced that our two longest-tenured directors, Ken Bronfin and Ted Philip, would not be standing for re-election as this year’s annual meeting; thereby bringing our total number of directors for election at this meeting to eleven (11).

Clarified the role of our Finance Committee to explicitly provide for its oversight of capital allocation matters, including through renaming the committee to the Finance and Capital Allocation Committee.

Reaffirming the separation of the CEO and Chair of the Board positions.

Amended short-term incentive plan performance metrics to remove free cash flow and add metrics relating to our transformation efforts.

Reiterated the inclusion of an ESG or DE&I metric to our short-term incentive plan.

Amended long-term incentive plan performance metrics to remove revenue as a metric, thereby eliminating the potential for overlapping metrics with our short-term plan, and added a metric to the plan based on the Company’s TSR performance compared to the S&P 500 TSR performance over the performance period.

Reported that we committed to set Science Based Targets for 2030 and 2050.

Discussed our recently released DE&I report.

Reviewed key updates to our ESG progress report, which was released in late 2022.

Began disclosing tabletop and digital gaming revenues separately for Wizards of the Coast and Digital Gaming Segment.

Refreshed our list of franchise brands commencing in the first quarter of 2023.

Committed to separately disclose brands with revenue of $1 billion or greater.

Driving ESG Performance

Climate and Environment. 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 continuously improve our product design and operational efficiencies. We believe the long-term viability and health of our own operations and our supply chain, and the significant potential for environmental improvements, are key components to our business success.

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 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.

Human Capital Management and Culture. Our key human capital management objectives for our direct workforce are to attract, develop and retain diverse talent. The experience, dedication and diverse backgrounds of our employees are at the heart of our success, energizing everything we do, from developing innovative products to creating immersive game, consumer products and entertainment experiences. Our teams are inspired by our Purpose of creating joy and community for all people around the world. Our inclusive culture sets us up to deliver excellence, build impactful brands and expand our leadership in play, entertainment and beyond. As our organization continues to evolve, we remain steadfast in our ambition to provide a supportive and inclusive community where everyone can show up authentically as themselves and deliver their best work.

Diversity, Equity and Inclusion. We believe that the more inclusive we are as a company, the more effective our employees will be and the stronger our business will perform. Hasbro views DE&I as a strategic ESG priority that is linked to the future success of our business and the growth of our brands. We want our work to move beyond traditional gender and demographic stereotypes and to celebrate people of all backgrounds and lived experiences. We know this work begins with our people, and we work diligently to foster an inclusive culture with a diverse workforce that reflects the consumers and communities we serve globally. For our U.S. workforce, we disclose our diversity by job type, based on the EEO-1 filing, which is available on our CSR website.

Compensation, Health, Safety & Well-being of Employees. Employee attraction, development and retention has long been a key Hasbro priority. We recognize and reward our employees with a total rewards package that includes competitive base pay, equity compensation (for certain levels), annual incentives, product discounts and other comprehensive benefits, including wellness programs that help people integrate work and life commitments. We regularly review salary ratios for men and women in similar roles to help maintain internal equity and market competitiveness across the globe. We review both industry and local market data at least annually to identify trends and market gaps to maintain the competitiveness of our compensation and employee

benefit programs. When conducting our global compensation reviews, we analyze salary information by a variety of factors, including gender globally and ethnicity in the United States. When designing our compensation and employee benefit programs, we also look beyond the fundamentals of these important components and consider the bigger picture of how these programs contribute to the overall employee experience. Employee health, safety and wellness are top priorities at Hasbro, and we support our colleagues’ well-being, which includes mental, physical and financial wellness, through a number of programs.

Employee Engagement. At Hasbro, we support a number of Employee Resource Groups (ERGs). These groups reflect our diverse employee population and provide dynamic opportunities for employee engagement. Our ERGs give voice to member concerns, create opportunities for networking and leadership skills development, support employee recruitment and retention efforts and celebrate ethnic and cultural themes important to our global team. In addition to our ERGs, we established a Business Resource Group (BRG), which provides a channel for employees to provide the business with input, guidance and perspective on strategic brand development and marketing initiatives early in the creation process related to race, ethnicity, gender identity, sexual orientation, veteran status and ability.

Training and Talent Development. We are committed to the continued development of our people. Strategic talent reviews and succession planning occur on a planned cadence annually — globally and across all business areas. The CEO and Chief People Officer convene meetings with senior company leadership and the Board to review top company talent. We provide opportunities for our employees to grow their careers. We invest in the development of our employees by providing in-house training and opportunities to participate in third-party programs, including specialized training as well as broader academic pursuits.

Philanthropy and Social Impact. Giving back to our local and global communities is core to our heritage and our culture. We empower our team members to give back through our volunteer program which grants four hours paid time off per month to volunteer in programs that support children, underserved communities, the environment and other important areas of impact. In addition, team-building company-sponsored volunteer projects and skills-based volunteer opportunities are organized throughout the year, providing our employees the opportunity to make a meaningful difference in their communities around the world. Global Day of Joy is Hasbro’s annual, company-wide day of service and has become a cherished tradition. Global Day of Joy takes place every December, and employees from each Hasbro office participate in service projects to benefit a variety of organizations.

Incentive Compensation. We also drive performance across our strategic ESG priority areas through incentives and executive compensation. Specifically, in 2021 and 2022 we included an ESG objective in each of our executives’ individual annual incentive plan modifiers, which are designed to embed ESG into our business strategy and reward meaningful progress against our ESG goals, including specifically diversity, equity and inclusion.

Executive Compensation Matters

2022 Executive Compensation Program Elements

Type of Annual Cash Compensation

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, business area and individual achievement against stated annual financial and strategic goals

•  Aligns management behavior with maximizing shareholder value

•  Performance measures evaluated

-  Total Net Revenues

-  Operating Profit Margin

-  Free Cash Flow

•  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 up or down based on individual performance, including, in 2022, performance against ESG goals (which included goals promoting women in leadership and racial and ethnic diversity).

For 2023, we updated these metrics to remove free cash flow and replace it with a metric around performance against our transformation, including specific targets for costs savings as part of the Company’s operational excellence program.

2022 Executive Compensation Program Elements

Type of Long-Term Incentive Compensation

Performance Contingent Stock Awards

•  Represented ~50% of annual target equity award value for our NEOs

•  Earned based on challenging long-term three-year goals requiring sustained strong operating performance

•  Tied to achievement of EPS, Net Revenue and Return on Invested Capital (ROIC) targets over a 3-year performance period.

In 2023, we have updated these metrics to be EPS and ROIC, removing Net Revenue, and adding a Relative TSR Modifier.

Stock Options

•  Represented ~25% of annual target equity award value for our NEOs

•  7-year term

•  Vest in three equal annual installments over the first three anniversaries of the grant date

Restricted Stock Units

•  Represented ~25% of annual target equity award value for CEO and the other NEOs

•  Vest in three equal annual installments over the first three anniversaries of the grant date

Compensation Best Practices

   Robust shareholder engagement process

   Program informed by and responsive to shareholder input

   Substantial portion of compensation is variable and performance-based

   Aligned with shareholder value creation

   Significant share ownership and retention requirements

   5x base salary for CEO

   2x base salary for other NEOs

   NEOs must hold 50% of net shares received upon option exercises or award vesting until they achieve the required ownership levels

   Fully independent Compensation Committee

   Independent Compensation Consultant

   Incentive programs do not incentivize excessive risk taking

   Robust anti-hedging and pledging policies prohibiting pledging or hedging of Company stock

   Double-trigger change in control provisions for equity grants

   Maximum payout caps under incentive plans

   No tax gross-ups

   No excessive perquisites

   No repricing of equity incentive awards

   Strong Clawback Policy

Frequency on Pay Vote

Our Stock Incentive Plan

Our Auditors

The Board of Directors unanimously recommends a vote “FOR ALL” of the following
Board nominees at the 2023 Annual Meeting:

Michael R. Burns, Hope F. Cochran, Christian P. Cocks, Lisa Gersh, Elizabeth Hamren,
Blake Jorgensen, Tracy A. Leinbach, Laurel J. Richie, Richard S. Stoddart, Mary Beth
West and Linda Zecher Higgins.

employment, experience and overall qualifications;

skills, expertise and involvement in areas that are of importance to the Company’s business;

gender, diversity and other attributes;

the Board’s and the Company’s needs at that time;

business ethics and professional reputation;

other board service;

business, financial and strategic judgment; and

the desire to have a well-balanced Board that represents a diverse mix of backgrounds, perspectives and expertise.

Zecher

Higgins

Senior Management

Directors with CEO or senior management experience bring leadership qualifications and skills that help the Board capably advise, support and oversee our management team.

Global Business

We benefit from directors having experience as a senior leader in a large organization with international operations. International exposure yields an understanding of diverse business environments, economic conditions and cultural perspectives that informs our global business and strategy and enhances oversight of our multinational operations.

Strategic Planning

Directors with board and management experience, particularly in industries in which we operate, provide vision and insights to effectively set and plan strategy for the business.

Digital Gaming/Digital Products

Directors with experience or insights in digital gaming development and licensing as well as digital media, content and products adds to a greater understanding of the activation of our Blueprint 2.0.

Consumer Products

Directors with experience in the design, development, marketing and sale of consumer products, as well as consumer insights, together with the interplay of consumer products with digital gaming and entertainment are important components to the success of Blueprint 2.0.

Entertainment

Directors with experience or insights in the licensing, production and distribution of entertainment, and an understanding of how the entertainment can drive other aspects of our business, such as consumer products and digital gaming, is a key part to the success of Blueprint 2.0.

IT/Technology

Technology experience helps the Board oversee cybersecurity and advise our management team as we seek to enhance the consumer experience and further develop our Blueprint 2.0 strategy.

Sales and Marketing

We have an iconic and global portfolio brands with vast IP potential. As we look to capture the full value of our IP through our Blueprint 2.0 strategy, directors with relevant experience in sales, marketing or brand management provide important insights to the Board.

Human Capital Management

Our people are among our most important assets, and we believe the successful development and retention of our employees is critical to our success. As such, we benefit from having directors with a deep understanding of human capital management obtained from experience as a senior leader in a large organization.

We also understand that a culture rich in diversity is key to our business success, as it allows us to better understand the business opportunities in various markets around the world and develop products that resonate with consumers in diverse cultures. Diverse directors representing a range of perspectives expands the Board’s understanding of the needs and viewpoints of consumers, employees and other stakeholders worldwide.

ESG

We recognize our responsibility to be a global, corporate citizen and positive environmental steward, which is a priority for the entire organization. Our directors are committed to our sustainability initiatives designed to achieve long-term stockholder value through a responsible, sustainable business model.

Zecher

Higgins

Finance/Accounting

We seek directors with strong financial acumen. Financial expertise assists the Board in overseeing our financial statements, capital structure and internal controls.

Corporate Governance

We seek directors with strong understanding of corporate governance for public companies.

Operations

We seek directors with experience in operational aspects of complex global companies.

Gender

Number of directors based on gender identity

African American or Black

Alaskan Native or American Indian

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Undisclosed

Board Committees

Audit

Compensation

Cybersecurity and Data Privacy

Finance and Capital Allocation

Nominating, Governance and Social Responsibility

Number

of

Meetings

in 2022

2022 Committee

Members (as of year end)

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;

- the independent auditor’s qualifications and independence; and

- performance of the Company’s internal audit function and internal auditor.

Hope F. Cochran (Chair)†

Kenneth A. Bronfin

Lisa Gersh†

Blake Jorgensen†

Tracy A. Leinbach†

Linda Zecher Higgins†

† The Board has determined that this person qualifies as an Audit Committee Financial Expert under applicable SEC rules.

Number

of

Meetings

in 2022

2022 Committee

Members (as of year end)

Compensation

•  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.

Lisa Gersh (Chair)

Kenneth A. Bronfin

Elizabeth Hamren

Edward M. Philip

Laurel J. Richie

Cybersecurity and Data Privacy

•  Assists the Board in its oversight of the protection of information and assets collected, created, used, processed and/or maintained by or on behalf of the Company, including intellectual property, whether belonging to the Company or the Company’s customers, consumers, employees or business partners, globally.

•  Assists the Board in its oversight of the protection of the Company’s customers’, consumers’ and employees’ privacy and personal information.

•  Assists the Board in its oversight of the Company’s compliance with applicable global data privacy and security regulations and requirements, and the Company’s other cyber risk management activities, including measures to maintain the availability, integrity and functionality of the Company’s information technology systems, networks and assets.

Linda Zecher Higgins (Chair)

Kenneth A. Bronfin

Hope F. Cochran

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.

Mary Beth West (Chair)

Michael R. Burns

Hope F. Cochran

Blake Jorgensen

Tracy A. Leinbach

Number

of

Meetings

in 2022

2022 Committee

Members (as of year end)

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.

•  Shares responsibility for evaluation of the CEO.

•  Periodically reviews and makes recommendations to the full Board with respect to, the compensation paid to non-employee directors for their service on the Company’s Board.

•  Oversees the Company’s codes of conduct and ethics.

•  Analyzes significant issues of ESG, corporate social responsibility and related corporate conduct, including product safety, environmental sustainability and climate change, human rights and ethical sourcing, gender, diversity and inclusion, human capital management, responsible content and marketing, transparency, public policy matters, community relations and charitable contributions.

•  Periodically reviews and assesses the Company’s communications and engagements with shareholders, stakeholders and the general public with respect to its policies and practices in the areas of corporate governance and corporate social responsibility, including the ESG report and other communications contained on the Company’s website, and receives periodic updates from the Company’s Chief Purpose Officer.

Edward M. Philip (Chair)

Michael R. Burns

Tracy A. Leinbach

Laurel J. Richie

Mary Beth West

Role of the Board in 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 and conflict minerals related reporting, and the Company’s internal controls over financial reporting.

•  Key role in oversight of the Company’s compliance with legal and regulatory requirements.

Compensation

•  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.

Cybersecurity and Data Privacy

•  Assists the Board in its oversight of the protection of information and assets collected, created, used, processed and/or maintained by or on behalf of the Company.

•  Assists the Board in its oversight of the protection of the Company’s customers’, consumers’, and employees’ privacy and personal information.

•  Assists the Board in its oversight of the Company’s compliance with applicable global data privacy and security regulations and requirements, and the Company’s other cyber risk management activities, including measures to maintain the availability, integrity and functionality of the Company’s information technology systems, networks and assets.

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.

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, corporate social responsibility, diversity, gender and inclusion, 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, as well as the Company’s efforts to manage those risks.

Director Compensation

Fees

Earned

or Paid in

Cash(a)

Stock

Awards

(b)(c)

Option

Awards

(b)(c)

Change in
Pension
Value and
Non-qualified
Deferred

Compensation
Earnings

All Other

Compensation

(d)

Kenneth A. Bronfin

Michael R. Burns

Hope F. Cochran

Lisa Gersh

Elizabeth Hamren

Blake Jorgensen

Tracy A. Leinbach

Edward M. Philip

Laurel J. Richie

Richard Stoddart

Mary Beth West

Linda Zecher Higgins

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.

Please see note 15 to the financial statements included in the Company’s Annual Report on Form 10-K, for the year ended December 25, 2022, for a detailed discussion of the assumptions used in valuing stock and option 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 2022 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 options were granted to any of the non-employee directors in 2022.

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 25, 2022.

Outstanding

Stock Awards

Outstanding

Stock Units

Kenneth A. Bronfin

Michael R. Burns

Hope F. Cochran

Lisa Gersh

Elizabeth Hamren

Blake Jorgensen

Tracy A. Leinbach

Edward M. Philip

Laurel J. Richie

Richard S. Stoddart

Mary Beth West

Linda Zecher Higgins

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 $10,000 was paid by the Company in fiscal 2022 in director matching contributions. All Other Compensation does not include interest and dividend equivalents earned on amounts deferred by directors under the Deferred Plan (defined and described below). These amounts are not required to be disclosed pursuant to SEC rules, as they are reflected in the value of the amounts at the time they are initially deferred and reported in this table. Therefore, such amounts have been excluded.

The total amount provided in previous years included interest and dividend equivalents earned on amounts deferred by directors under the Deferred Plan (defined and described below). As described in footnote (d) above, these amounts are not required to be disclosed pursuant to SEC rules, as they are reflected in the value of the amounts at the time they are initially deferred and reported in this table. Therefore, such amounts have been excluded.

Annual Base Board Retainer

Annual Retainers (in addition to Annual Base Board Retainer)

•  Chair of Board

•  Chair of Audit Committee

•  Chair of Compensation Committee

•  Chair of Finance and Capital Allocation Committee

•  Chair of Nominating, Governance and Social Responsibility Committee

•  Chair of Cybersecurity and Data Privacy Committee

•  Audit Committee Member (other than Chair)

•  Compensation Committee Member (other than Chair)

•  Finance and Capital Allocation Committee Member (other than Chair)

•  Nominating, Governance and Social Responsibility Committee Member (other than Chair)

•  Cybersecurity and Data Privacy Committee Member (other than Chair)