DEF 14A of Hasbro, Inc., Apr 3, 2024

DEF 14A of Hasbro, Inc.

Filed Apr 3, 2024 · FY20230001193125-24-085438

Open on EDGAR

  1. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors The table below summarizes information about each of the eleven (11) director nominees nominated by your Board, including their current committees of the Board. Detailed information about each of your Board’s nominees, including their background, skills and areas of expertise, can be found below under the heading “Election of Directors (Proposal 1)”. Your Board of Directors unanimously recommends that you vote “FOR ALL” your Board’s director nominees. In March 2024, we announced that Michael Burns, Tracy Leinbach and Linda Zecher Higgins will retire from the Board and will not be standing for re-election at the Annual Meeting.

  2. Proposal 1 — Election of Directors

    | Name and Principal Occupation | Age* | Director Since | Independent | AC | Comp | Cyber | Fin | NGS | | Hope F. Cochran Managing Director of Madrona Venture Group | 52 | 2016 | ✓ | | | | | | | Christian P. Cocks Chief Executive Officer of Hasbro | 50 | 2022 | | | | | | | | Lisa Gersh Outside Advisor; Former Chief Executive Officer of Alexander Wang | 65 | 2010 | ✓ | | | | | | | Frank D. Gibeau President of Zynga at Take-Two Interactive | 55 | 2024 | ✓ | | | | | | | Elizabeth Hamren Chief Executive Officer of Ring, Inc. | 52 | 2022 | ✓ | | | | | | | Darin S. Harris Chief Executive Officer of Jack In the Box, Inc. | 55 | 2024 | ✓ | | | | | | | Blake J. Jorgensen Former Chief Financial Officer of Electronic Arts Inc. and PayPal Holdings, Inc. | 64 | 2022 | ✓ | | | | | | | Owen Mahoney Former Chief Executive Officer and President of Nexon Co. Ltd. | 57 | 2024 | ✓ | | | | | | | Laurel J. Richie Independent Branding Consultant; Former President of Women’s National Basketball Association | 65 | 2020 | ✓ | | | | | | | Richard S. Stoddart Chair of the Board of Hasbro and Former President and Chief Executive Officer of InnerWorkings, Inc. | 61 | 2014 | ✓ | | | | | | | Mary Beth West Former Senior Vice President, Chief Growth Officer of The Hershey Company | 61 | 2016 | ✓ | | | | | |

  3. Proposal 1 — Election of Directors

    | * Age and Committee memberships are as of April 3, 2024. Committee assignments and chairs are expected to be updated effective at the Annual Meeting, to reflect the appointment of Mr. Gibeau, Mr. Harris and Mr. Mahoney, and the retirement of Mr. Burns, Ms. Leinbach and Ms. Zecher Higgins. |

  4. Proposal 1 — Election of Directors

    | Chair: | Member: | Audit Committee Financial Expert: |

  5. Proposal 1 — Election of Directors

    | AC: | Audit Committee | | Comp: | Compensation Committee | | Cyber: | Cybersecurity and Data Privacy Committee | | Fin: | Finance and Capital Allocation Committee | | NGS: | Nominating, Governance and Social Responsibility Committee |

  6. Profile of the Board’s Nominees for Director

    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 an experienced, 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, diversity and perspectives on the Board serves to strengthen management and our Company. The Board’s nominees for director consist of a strong group of proven leaders with experience across a wide range of industries, including digital gaming and consumer products, with a significant amount of turnaround and operational experience, giving us a diverse set of skills, viewpoints and expertise.

  7. Election of Board Nominees

    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:

  8. Election of Board Nominees

    | • | employment, experience and overall qualifications; |

  9. Election of Board Nominees

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

  10. Election of Board Nominees

    | • | gender, diversity and other attributes; |

  11. Election of Board Nominees

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

  12. Election of Board Nominees

    | • | business ethics and professional reputation; |

  13. Election of Board Nominees

    | • | other board service; |

  14. Election of Board Nominees

    | • | business, financial and strategic judgment; and |

  15. Election of Board Nominees

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

  16. Election of Board Nominees

    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.”

  17. Board Diversity Matrix as of April 3, 2024

    Board Diversity Matrix as of April 3, 2024 As mentioned above, diversity is one of the factors considered by the Nominating, Governance and Social Responsibility Committee in identifying nominees for director. It does not, however, have a formal policy in this regard. The Nominating, Governance and Social Responsibility Committee views diversity broadly to include diversity of experience, skills and viewpoint, as well as diversity of gender, race and ethnicity. The Nominating, Governance and Social Responsibility Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating, Governance and Social Responsibility Committee believes that the backgrounds and qualifications of the directors considered as a whole should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities. Generally, directors should be individuals who have succeeded in their particular fields and who demonstrate integrity, reliability and extensive knowledge of corporate affairs. The Nominating, Governance and Social Responsibility Committee also considers other relevant factors as it deems appropriate, including the current composition of the Board. More specifically, the following chart lists the self-identified diverse attributes of our director nominees.

  18. Board Diversity Matrix as of April 3, 2024

    | Total Number of Directors | 11 | | | | | Gender | Male | Female | Non-Binary | Gender Undisclosed | | Number of directors based on gender identity | 6 | 5 | 0 | 0 | | African American or Black | 0 | 2 | 0 | 0 | | Alaskan Native or American Indian | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 5 | 3 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | 0 | 0 | 0 | | Undisclosed | 1 | 0 | 0 | 0 |

  19. Board Diversity Matrix as of April 3, 2024

    Nominees for Election as Directors The following sets forth certain biographical information regarding each of the Board’s director nominees as of April 3, 2024, 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.

  20. Board Diversity Matrix as of April 3, 2024

    | | Hope F. Cochran Age: 52 Director Since: 2016 Committees: • Audit • Cybersecurity and Data Privacy • Finance and Capital Allocation (Chair) | | EXPERIENCE Hope F. Cochran is a Managing Director at Madrona Venture Group, a technology-focused venture capital group. Prior to joining Madrona in January 2017, Ms. Cochran was the Chief Financial Officer of King Digital Entertainment, the creator of Candy Crush and other successful mobile games, from 2013 to 2016, where she helped drive the company’s employee and revenue growth, guided the Company’s IPO and successfully completed a $5.9 billion acquisition by Activision. From 2005 to 2013, Ms. Cochran was a financial executive at Clearwire, Inc., serving as Chief Financial Officer from 2011 to 2013. | | | QUALIFICATIONS • Extensive experience spanning more than 20 years as a senior financial executive in the digital gaming, technology, telecom and venture capital industries. • Significant knowledge of development of digital content businesses. • International business expertise in managing global teams, and talent in managing, growing and overseeing global businesses. • Substantial experience as a chief financial officer and overseeing financial and accounting issues for public companies. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • MongoDB, Inc. - Audit Committee Chair • New Relic, Inc. - Audit Committee - Lead Independent Director | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  21. Board Diversity Matrix as of April 3, 2024

    | | Christian P. Cocks Age: 50 Director Since: 2022 Committees: • None | | EXPERIENCE Chris Cocks has served Chief Executive Officer of Hasbro since February 2022. Prior to that, he served as President and Chief Operating Officer of Wizards of the Coast and Digital Gaming since 2021 and prior to that served as President of Wizards of the Coast since 2016, when he joined Hasbro from Microsoft. During his 14 years at Microsoft, Mr. Cocks led a global sales and technical engagement team as Vice President, OEM Technical Sales and served in product management and marketing leadership positions at MSN and Xbox Games, where he worked on hit franchises like HALO and FABLE. | | | QUALIFICATIONS • Highly strategic leader, who understands how to create and nurture brands to drive fan and consumer connection across channels. • Ability to channel gaming, product and storytelling passion into consumer experiences — across gaming, consumer products and entertainment. • Under his executive leadership as President and CEO of Wizards of the Coast, doubled global revenue in under five years, surpassing $1 billion in 2021. • Unique vision, skill and experience in tabletop and digital gaming, combined with extensive omni-channel experience and proven track record; responsible for vision behind Baldur’s Gate 3, a DUNGEONS & DRAGONS-based role playing game released in 2023 that has received multiple awards, including game of the year at the 10th Annual Game Awards. | | | OTHER CURRENT PUBLIC COMPANY BOARDS None | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  22. Board Diversity Matrix as of April 3, 2024

    | | Lisa Gersh Age: 65 Director Since: 2010 Committees: • Compensation (Chair) • Nominating, Governance and Social Responsibility | | EXPERIENCE Lisa Gersh is an outside advisor to companies investing in the media space. She previously served as the Chief Executive Officer of Alexander Wang (a global fashion brand) from October 2017 to October 2018. Ms. Gersh served as the Chief Executive Officer of Goop, Inc. (a lifestyle publication curated by Gwyneth Paltrow) from 2014 to 2016, and President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. (an integrated media and merchandising company) from 2012 to 2013. Prior to that, she served as President and Chief Operating Officer of Martha Stewart Living Omnimedia, Inc. from 2011 to 2012, and a director of Martha Stewart Living Omnimedia, Inc. from 2011 to 2013. | | | QUALIFICATIONS • Extensive experience in the media, branded products and entertainment industries, including television, digital entertainment and publishing. • Operating and executive positions with multiple leading media and brand-driven companies, including as Chief Executive Officer of Alexander Wang, Chief Executive Officer of Goop, Inc., President and Chief Executive Officer of Martha Stewart Living Omnimedia and President and co-founder of Oxygen Media. • Expertise in business and strategic planning, in media, retail, brand-driven and entertainment industries, including the cable television and digital industries. • Skilled and highly knowledgeable in marketing and branding, media trends and in building global brand-driven businesses. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • MoneyLion Inc. - Nominating and Governance Committee Chair - Compensation Committee | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • Establishment Labs Holdings Inc. | |

  23. Board Diversity Matrix as of April 3, 2024

    | | Frank D. Gibeau Age: 55 Director Since: 2024 Committees: • Cybersecurity and Data Privacy • Finance and Capital Allocation | | EXPERIENCE Frank D. Gibeau has served as President of Zynga, a wholly-owned publishing and development label of Take-Two Interactive Software, Inc. since May 2022, He joined Zynga as CEO in March 2016 and is a mobile, PC, and console gaming industry expert with 30 years of experience in interactive entertainment. As Zynga’s CEO, Gibeau led the company’s turnaround and transition to rapid growth, in large part, due to optimizing live services and fortifying the company’s portfolio of popular franchises, including Toon Blast, Empires and Puzzles, CSR Racing, Words With Friends, and Zynga Poker. Prior to joining Zynga in 2016, Mr. Gibeau spent more than two decades at Electronic Arts where he held several influential business and product leadership roles. Most recently, he served as the Executive Vice President of EA Mobile, where he led strategy, product development, and publishing for the company’s fast-growing mobile games business. | | | QUALIFICATIONS • Executive leadership in digital gaming. • Significant turnaround experience. • Extensive leadership experience in a public company. • Extensive public accounting, finance, and internal control experience. • Deep knowledge of corporate strategy, product development and brand building. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Yeti Holdings Inc. - Audit Committee - Compensation Committee | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • Zynga | |

  24. Board Diversity Matrix as of April 3, 2024

    | | Elizabeth Hamren Age: 52 Director Since: 2022 Committees: • Compensation • Cybersecurity and Data Privacy | | EXPERIENCE Elizabeth Hamren has served as Chief Executive Officer of Ring, Inc., an Amazon smart doorbell and home security company, since March 2023. Prior to that she served as Chief Operating Officer at Discord Inc., a voice, video and text communication service that enables people to gather virtually, including while gaming, since from 2021 to March 2023. Prior to joining Discord, Ms. Hamren served as a Corporate Vice President at Microsoft Corporation from March 2017 to December 2021 running product and engineering for Xbox consumer products, including developing and launching the Xbox Series X|S and leading Xbox Game Pass. Prior to that, from August 2015 to March 2017, she led Global Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook, Inc.), where she launched the industry-defining Oculus Rift virtual reality headset. Ms. Hamren holds a BSE in Civil Engineering and Operations Research from Princeton University, and an M.B.A. from Harvard Business School. | | | QUALIFICATIONS • Extensive management experience at world-class companies, including leading digital companies. • Extensive background in engineering, product management, marketing and operations for subscription-based technology products and gaming companies. • Expert in consumer tech products, including leading product and engineering for Xbox consumer products and services, including the flagship Xbox Game Pass subscription service, Xbox hardware and platform software, and PC experiences. • Proven track record in leading companies to growth in user base, including direct experience launching and scaling some of the most popular consumer technology and subscription-based services in the world. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • LegalZoom.com, Inc. | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  25. Board Diversity Matrix as of April 3, 2024

    | | Darin S. Harris Age: 55 Director Since: 2024 Committees: • Audit • Nominating, Governance and Social Responsibility | | EXPERIENCE Darin S. Harris has served as Chief Executive Officer of Jack in the Box Inc. since June 2020. He was previously chief executive officer of North America for flexible working company, IWG PLC, Regus, North America, from April 2018 to May 2020. Prior to that, from August 2013 to January 2018, Mr. Harris served as Chief Executive Officer of CiCi’s Enterprises LP. Mr. Harris also previously served as Chief Operating Officer for Primrose Schools from October 2008 to July 2013. He previously held franchise leadership roles as Senior Vice President at Arby’s Restaurant Group, Inc, from June 2005 to October 2008 and Vice President, Franchise and Corporate Development at Captain D’s Seafood, Inc., from May 2000 to January 2004. He was also a prior franchise operator of multiple Papa John’s Pizza and Qdoba Mexican Grill restaurants from November 2002 to June 2005. | | | QUALIFICATIONS • Strong executive leadership skill and experience growing businesses to create sustainable shareholder value. • Significant experience in brand strategy, operations, franchising, sales and business development. • Extensive senior leadership experience in both public and private companies, including strategy and business transformation. • Deep knowledge of consumer preferences that translate into increased business lifetime value. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Jack in the Box Inc. | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  26. Board Diversity Matrix as of April 3, 2024

    | | Blake J. Jorgensen Age: 64 Director Since: 2022 Committees: • Audit (Chair) • Finance and Capital Allocation | | EXPERIENCE Blake J. Jorgensen is the former Executive Vice President and Chief Financial Officer of, PayPal Holdings Inc., which he joined in 2022. Prior to that, he spent a decade as Chief Financial Officer and Chief Operating Officer of Electronic Arts Inc. (“EA”), where helped to drive the transformation of the company. Mr. Jorgensen has over 20 years of experience in finance across various industries with a deep understanding of finance, consumer products, technology and gaming. Prior to joining EA, Mr. Jorgensen served as Executive Vice President and Chief Financial Officer of Levi Strauss & Co. from July 2009 to August 2012 and was Executive Vice President and Chief Financial Officer of Yahoo! Inc. from June 2007 to June 2009. Before joining Yahoo! Inc., Mr. Jorgensen also served as the Chief Operating Officer and Co-Director of Investment Banking at Thomas Weisel Partners, which he co-founded in 1998. He has also held financial and operational positions at Montgomery Securities, MAC Group/Gemini Consulting and Marakon Associates. Mr. Jorgensen earned his M.B.A. from Harvard Business School and his undergraduate degree from Stanford University. | | | QUALIFICATIONS • Significant experience as a senior executive at a leading digital gaming company. • Deep experience across finance, operations, consumer products, technology and gaming. • Expertise in capital allocation as a C-suite executive at multiple public companies, completing multiple significant M&A transactions throughout his career. • Consistent track record of driving growth and shareholder returns. • Demonstrated change agent leading a shift in revenue mix from legacy format to next generation interactivity in a leading digital gaming company. | | | OTHER CURRENT PUBLIC COMPANY BOARDS None | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  27. Board Diversity Matrix as of April 3, 2024

    | | Owen Mahoney Age: 57 Director Since: 2024 Committees: • Audit • Finance and Capital Allocation | | EXPERIENCE Owen Mahoney served as President and Chief Executive Officer of Nexon Co. Ltd. from March 2014 until his retirement in March 2024. He joined Nexon in 2010 and served as Chief Financial Officer and Chief Administrative Officer until 2014, responsible for managing the Company’s finances, global operations, investments and strategic alliances. Previously, Mr. Mahoney was Senior Vice President of Corporate Development at Electronic Arts from 2000 to 2009, where he was responsible for worldwide mergers and acquisitions and business development, and led all acquisitions and equity investments. Prior to that, Mr. Mahoney held executive positions at online and software companies in the U.S. and Asia, including PointCast, Claris Japan and Radius. | | | QUALIFICATIONS • Experience executive leadership. • Expertise in digital gaming and technology and the operation of online games. • Extensive experience in finance, global operations, investments, and strategic alliances. • Extensive leadership experience in business development. • Significant knowledge of artificial intelligence and machine learning as it relates to games and entertainment. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Nexon Co. Ltd (listed on the Tokyo Stock Exchange) | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  28. Board Diversity Matrix as of April 3, 2024

    | | Laurel J. Richie Age: 65 Director Since: 2020 Committees: • Compensation • Nominating, Governance and Social Responsibility | | EXPERIENCE Laurel J. Richie has been an independent leadership and branding consultant since 2015. Prior to her current role, Ms. Richie served as President of the Women’s National Basketball Association LLC (“WNBA”) from May 2011 to November 2015. Prior to her appointment as President of the WBNA in 2011, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. From 1984 to 2008, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency’s Diversity Advisory Board. Ms. Richie is a former Trustee of the Naismith Basketball Hall of Fame and the Dartmouth College Board of Trustees where she served as chair from 2017-2021. She currently serves as a consultant to Fortune 100 c-suite executives on matters of personal leadership and corporate culture. | | | QUALIFICATIONS • Significant executive management and leadership experience, together with strategic and operational expertise. • Extensive experience and skills in global marketing and brand-management skills. • Deep experience in developing corporate culture. • Leader in creating and supporting diverse and inclusive teams. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Bright Horizons Family Solutions Inc. - Audit Committee - Nominating and Corporate Governance Committee Chair • Synchrony Financial - Nominating and Corporate Governance Committee - Management Development and Compensation Committee Chair | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  29. Board Diversity Matrix as of April 3, 2024

    | | Richard S. Stoddart Age: 61 Director Since: 2014 Chair Since: 2022 Committees: • Compensation • Nominating, Governance and Social Responsibility | | EXPERIENCE Richard S. Stoddart has served as Hasbro’s Chair of the Board since February 2022. Prior to that, he served as Hasbro’s interim Chief Executive Officer from October 2021 to February 2022, following the passing of the Company’s former Chairman and CEO, Brian Goldner. Mr. Stoddart is the former President and Chief Executive Officer of InnerWorkings, Inc. (a global marketing execution firm), serving in that role from 2018 until 2020 when Innerworkings, Inc. was acquired. Mr. Stoddart was the Chief Executive Officer of Leo Burnett Worldwide from February 2017 to 2018, the Chief Executive Officer of Leo Burnett North America from 2013 to 2016 and the President of Leo Burnett North America from 2005 to 2013. | | | QUALIFICATIONS • Extensive experience in the advertising, marketing and communications industries, including in television, digital, social media, point-of-sale, packaging and print, and in building global brands and businesses. • As the former Chief Executive Officer of InnerWorkings, the largest global marketing execution company, Mr. Stoddart became recognized for his strategic and commercial leadership of the company, investor and analyst communications, and financial stewardship as well as his expertise in all facets of marketing execution and marketing supply chain management. • In his prior role as Chief Executive Officer of one of the world’s largest advertising agencies, Mr. Stoddart was recognized for his leadership in the development and integration of shopper, digital, social and mobile capabilities as part of a company’s overall marketing and brand strategy. • Possesses knowledge, expertise and experience regarding branding and brand building, marketing and marketing strategy across media platforms, including in traditional advertising, digital advertising and social media; expertise in media planning, launching branded content and products; expertise in marketing production, logistics and execution; and expertise in media trends and strategic planning for businesses building content-driven brands. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Selina - Audit Committee - Human Capital Management & Compensation Committee - Nominating & Corporate Governance Committee | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • Innerworkings, Inc. | |

  30. Board Diversity Matrix as of April 3, 2024

    | | Mary Beth West Age: 61 Director Since: 2016 Committees: • Finance and Capital Allocation • Nominating, Governance and Social Responsibility (Chair) | | EXPERIENCE Mary Beth West served as Senior Vice President, Chief Growth Officer of The Hershey Company from May 2017 until January 2020. Ms. West served as Executive Vice President, Chief Customer & Marketing Officer of J.C. Penney Company from 2015 through March 2017. From 2012 to 2014 she was the Executive Vice President, Chief Category & Marketing Officer for Mondelez International, Inc. Prior thereto, from 1986 to 2012, she served in various financial roles of increasing responsibility and culminating in her role as the Chief Marketing Officer for Kraft Foods, Inc. | | | QUALIFICATIONS • Extensive experience and expertise in marketing, brand building, managing global franchises, understanding and applying consumer insights, and developing compelling retail and sales experiences. • Possesses expertise in strategic and operational planning and execution, skill in managing global teams and a proven track record in delivering top tier consumer experiences and in building global brands. • Significant experience in developing growth strategies for complex consumer brand organizations, through use of insights, analytics, marketing, innovation, and research and development. • Deep experience in growing some of the world’s best known consumer brands through creative consumer engagement. • Extensive P&L management experience leading business up to $3 billion in revenue. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Albertsons Companies - Compensation Committee - Nominating, Governance and ESG Committee • Lowes Companies Inc. - Audit Committee - Sustainability Committee | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  31. Board Diversity Matrix as of April 3, 2024

    | Board Committees |

  32. Board Diversity Matrix as of April 3, 2024

    Our Board of Directors has five standing committees:

  33. Board Diversity Matrix as of April 3, 2024

    | • | Audit |

  34. Board Diversity Matrix as of April 3, 2024

    | • | Compensation |

  35. Board Diversity Matrix as of April 3, 2024

    | • | Cybersecurity and Data Privacy |

  36. Board Diversity Matrix as of April 3, 2024

    | • | Finance and Capital Allocation |

  37. Board Diversity Matrix as of April 3, 2024

    | • | Nominating, Governance and Social Responsibility |

  38. Board Diversity Matrix as of April 3, 2024

    The members of each of our required committees, namely Audit, Compensation 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 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 2023, are set forth in the table below. We expect to update our committee composition and chairs effective at our Annual Meeting to reflect the appointment of Frank Gibeau, Darin Harris and Owen Mahoney, and the retirement of Michael Burns, Tracy Leinbach and Linda Zecher Higgins.

  39. Board Diversity Matrix as of April 3, 2024

    | Committee | Principal Function | Number of Meetings in 2023 | 2023 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; - review and understanding of developing public disclosure requirements, such as those in relating to climate change and sustainability and cybersecurity matters; - the independent auditor’s qualifications and independence; and - performance of the Company’s internal audit function and internal auditor. | 11 | Blake J. Jorgensen (Chair)† Hope F. Cochran† Tracy A. Leinbach† Linda Zecher Higgins† † The Board determined that this person qualifies as an Audit Committee Financial Expert under applicable SEC rules. |

  40. Board Diversity Matrix as of April 3, 2024

    | Committee | Principal Function | Number of Meetings in 2023 | 2023 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. | 6 | Lisa Gersh (Chair) Elizabeth Hamren Laurel J. Richie Richard S. Stoddart | | 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 cybersecurity risk management activities, including measures to maintain the availability, integrity and functionality of the Company’s information technology systems, networks and assets, and processes and procedures to prevent, detect and respond to cybersecurity threats or breaches. | 3 | Linda Zecher Higgins (Chair) Hope F. Cochran Elizabeth Hamren Tracy A. Leinbach | | 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. | 5 | Hope F. Cochran(Chair) Michael R. Burns Blake J. Jorgensen Tracy A. Leinbach Mary Beth West |

  41. Board Diversity Matrix as of April 3, 2024

    | Committee | Principal Function | Number of Meetings in 2023 | 2023 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 sustainability team. | 5 | Mary Beth West (Chair) Michael R. Burns Lisa Gersh Laurel J. Richie Richard S. Stoddart |

  42. Board Diversity Matrix as of April 3, 2024

    | Role of the Board in Risk Oversight |

  43. Board Diversity Matrix as of April 3, 2024

    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.

  44. Board Diversity Matrix as of April 3, 2024

    | COMMITTEE | RISK OVERSIGHT | | Audit | • Assists the Board in risk oversight for the Company by reviewing and discussing with management, internal auditors and the independent auditors the Company’s significant financial and other exposures, and guidelines and policies relating to enterprise risk assessment and risk management, including the Company’s procedures for monitoring and controlling such risks. • Oversees, on behalf of the Board, financial reporting, tax, and accounting matters, climate, sustainability, conflict minerals, cybersecurity and other SEC related reporting. • Oversees, on the behalf of the Board, the Company’s internal controls over financial reporting. • Key role in oversight of the Company’s compliance with legal and regulatory requirements. | | Compensation | • 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 cybersecurity risk management activities, including measures to maintain the availability, integrity and functionality of the Company’s information technology systems, networks and assets and processes and procedures to prevent, detect and respond to any threatened or actual breaches. Please see our Form 10-K for a more detailed description of our Board and committee oversight of cybersecurity matters. | | 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. |

  45. Board Diversity Matrix as of April 3, 2024

    | COMMITTEE | RISK OVERSIGHT | | Nominating, Governance and Social Responsibility | • Assists the Board in its oversight of the Company’s governance policies and structures, management and director succession planning, ESG, 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. |

  46. Board Diversity Matrix as of April 3, 2024

    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 (which has oversight of our ESG program) 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 on a regular cadence by third parties who report to the Cybersecurity and Data Privacy Committee. Members of our disclosure committee receive and provide reports on risks identified, and review material risks that could rise to level of public disclosure.

  47. Board Diversity Matrix as of April 3, 2024

    | Director Compensation |

  48. Board Diversity Matrix as of April 3, 2024

    | Name | 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) | Total(e) | | Michael R. Burns | $120,044 | $175,000 | $0 | N/A | $0 | $295,044 | | Hope F. Cochran | $158,494 | $175,000 | $0 | N/A | $5,000 | $338,494 | | Lisa Gersh | $0 | $334,885 | $0 | N/A | $0 | $334,885 | | Elizabeth Hamren | $122,544 | $175,000 | $0 | N/A | $0 | $297,544 | | Blake J. Jorgensen | $139,944 | $175,000 | $0 | N/A | $0 | $314,944 | | Tracy A. Leinbach | $140,044 | $175,000 | $0 | N/A | $5,000 | $320,044 | | Laurel J. Richie | $122,544 | $175,000 | $0 | N/A | $0 | $297,544 | | Richard S. Stoddart | $262,094 | $175,000 | $0 | N/A | $5,000 | $442,094 | | Mary Beth West | $131,344 | $175,000 | $0 | N/A | $5,000 | $311,344 | | Linda Zecher Higgins | $135,044 | $175,000 | $0 | N/A | $0 | $310,044 |

  49. Current Director Compensation Arrangements

    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 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 2023.

  50. Current Director Compensation Arrangements

    | Annual Retainers | Amount ($) | | Annual Base Board Retainer | $95,000 | | Annual Retainers (in addition to Annual Base Board Retainer) | | | • Chair of Board | $150,000 | | • Chair of Audit Committee | $40,000 | | • Chair of Compensation Committee | $35,000 | | • Chair of Finance and Capital Allocation Committee | $30,000 | | • Chair of Nominating, Governance and Social Responsibility Committee | $20,000 | | • Chair of Cybersecurity and Data Privacy Committee | $20,000 | | • Audit Committee Member (other than Chair) | $20,000 | | • Compensation Committee Member (other than Chair) | $15,000 | | • Finance and Capital Allocation Committee Member (other than Chair) | $12,500 | | • Nominating, Governance and Social Responsibility Committee Member (other than Chair) | $12,500 | | • Cybersecurity and Data Privacy Committee Member (other than Chair) | $12,500 |

  51. Current Director Compensation Arrangements

    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 2023, 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 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 31st of the calendar year in which the deferred compensation otherwise would have been paid and one-half on the next December 31st, provided that the participant remains a director on such vesting date. Unvested Company contributions will automatically vest on death, total disability or retirement by the director at or after age seventy-two. Compensation deferred under the Deferred Plan in the interest account, will be paid out in cash after termination of service as a director. Effective in 2024, 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.

  52. Current Director Compensation Arrangements

    | Code of Conduct |

  53. Current Director Compensation Arrangements

    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. The contents of our website are not incorporated by reference into this Proxy Statement. 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.

  54. Current Director Compensation Arrangements

    | Corporate Governance Principles |

  55. Current Director Compensation Arrangements

    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. The contents of our website are not incorporated by reference into this Proxy Statement.

  56. Current Director Compensation Arrangements

    | Director Independence |

  57. Current Director Compensation Arrangements

    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. A copy of the Independence Standards is also attached as Appendix B to this Proxy Statement. 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 eleven (11) Board nominees for director at the Annual Meeting, ten (10) are independent, with Mr. Cocks being the only non-independent nominee.

  58. Current Director Compensation Arrangements

    | Board Leadership Structure |

  59. Current Director Compensation Arrangements

    We separate the role 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:

  60. Current Director Compensation Arrangements

    | • | working with the members of the Board and management to develop agendas and meeting schedules for Board and Committee meetings and to structure Board discussions around key strategic and other matters; |

  61. Current Director Compensation Arrangements

    | • | assuring that there is sufficient time for Board discussion and that the perspectives of all Board members are heard and considered; |

  62. Current Director Compensation Arrangements

    | • | reviewing and approving information and materials to be sent to the Board; |

  63. Current Director Compensation Arrangements

    | • | meeting and consulting with major shareholders when requested as part of the Company’s shareholder outreach programs and when otherwise requested by such shareholders; |

  64. Current Director Compensation Arrangements

    | • | regularly consulting with the Chair of the Nominating, Governance and Social Responsibility Committee and other Committee Chairs on matters related to corporate governance, Board performance and Board responsibilities; and |

  65. Current Director Compensation Arrangements

    | • | facilitating the retention of outside advisors for the Board as needed. |

  66. Current Director Compensation Arrangements

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

  67. Current Director Compensation Arrangements

    | Vote Standard for Director Elections |

  68. Current Director Compensation Arrangements

    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 shall 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.

  69. Current Director Compensation Arrangements

    | Director Outside Board Service |

  70. Current Director Compensation Arrangements

    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 overboarding 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.

  71. Current Director Compensation Arrangements

    | Director Orientation and Continuing Education |

  72. Current Director Compensation Arrangements

    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.

  73. Current Director Compensation Arrangements

    | Annual Evaluation for the Board and Board Committees |

  74. Current Director Compensation Arrangements

    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. There is an independent third-party external review process that is conducted periodically, in addition to our annual board and committee evaluations.

  75. Current Director Compensation Arrangements

    | Board Tenure |

  76. Current Director Compensation Arrangements

    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.

  77. Current Director Compensation Arrangements

    | Proxy Access |

  78. Current Director Compensation Arrangements

    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.

  79. Current Director Compensation Arrangements

    | Share Retention Requirements |

  80. Current Director Compensation Arrangements

    The Company has share ownership guidelines which apply to all officers and employees at or above the 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.

  81. Current Director Compensation Arrangements

    | Equity Awards Subject to Double Trigger Following a Change in Control |

  82. Current Director Compensation Arrangements

    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.

  83. Current Director Compensation Arrangements

    | Clawback Policy |

  84. Current Director Compensation Arrangements

    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. The Company amended the policy in 2023 to comply with applicable SEC and Nasdaq rules, and a copy of the policy is filed as an exhibit to the Company’s Form 10-K.

  85. Current Director Compensation Arrangements

    | Policy Prohibiting the Pledging or Hedging of Company Stock |

  86. Current Director Compensation Arrangements

    Under the Company’s Board approved insider trading policy, we prohibit any pledges or hedges of Company stock by directors, officers or other employees on a prospective basis. 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.

  87. Current Director Compensation Arrangements

    | Board Meetings and Director Attendance at the Annual Meeting |

  88. Current Director Compensation Arrangements

    During 2023, 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 2023 and (ii) the meetings of any committees held during their tenure as members of such committees during 2023. 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 via the Internet unless conflicts prevent them from attending. All members of the Board attended the 2023 Annual Meeting of Shareholders.

  89. Current Director Compensation Arrangements

    | Director Retirement Age |

  90. Current Director Compensation Arrangements

    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.

  91. Current Director Compensation Arrangements

    | Succession Planning |

  92. Current Director Compensation Arrangements

    The Board devotes significant time 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 Nominating, Governance and Social Responsibility Committees are involved in succession planning, as well as our Chief Executive Officer and Chief People Officer. Recent examples of our succession process in action included the replacement of our CEO with Chris Cocks, following the untimely passing of our former CEO, Brian Goldner; the appointment of Gina Goetter as our CFO following Deborah Thomas’ retirement; and the appointment of Tim Kilpin, as President, Toys, Licensing and Entertainment, following the departure of Eric Nyman, former President and Chief Operating Officer. In identifying these successors, the Company 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 Committee, and 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.

  93. Current Director Compensation Arrangements

    | Director Emeritus |

  94. Current Director Compensation Arrangements

    The Board may in its discretion designate one or more former directors as a Director Emeritus. In certain situations, such as when the person being appointed has previously served as Chair of the Board, the Director Emeritus may be designated as a Chairperson Emeritus. A Director Emeritus is not considered a Director under the Company’s Articles of Incorporation or By-Laws, applicable federal securities laws or state corporation law. Consequently, a Director Emeritus has no voting or other power or authority to manage the affairs of the Company and does not have any of the liabilities or duties of directors or officers under law in his or her capacity as a Director Emeritus. The appointment of a Director Emeritus is expected to be infrequent and reserved for Directors who have served in a special capacity for, and made unusually valuable contributions to, the Company over an extended period of time. Each such designation shall be for a one-year term or until such Director Emeritus’ earlier death, resignation, retirement or removal by the Board (for any reason or no reason). Each Director Emeritus may be re-appointed by the Board in its discretion for one or more additional one-year terms. Directors Emeriti may attend Board meetings as and when invited by the Board and attend meetings of any committee of the Board as and when invited by the committee, but they are not entitled to vote or be counted for quorum purposes at any such meetings. The Company will reimburse Directors Emeriti for the reasonable costs of attending meetings to which they are invited and performing the functions requested by the Company, but they will otherwise serve without compensation by the Company. Directors Emeriti will be entitled to the indemnification protections afforded by the Company to its officers and Directors. In May 2021, Mr. Alan Hassenfeld was appointed as Chairperson Emeritus. At the Annual Meeting, Mr. Hassenfeld will step down from this role. Mr. Hassenfeld has been and will always be a prominent architect of Hasbro’s legacy, and we look forward to sharing more on how we will honor him and the contribution of the Hassenfeld family to Hasbro. Mr. Hassenfeld will forever be part of Hasbro’s history, and he will continue to be part of Hasbro’s future as he deepens his incredible philanthropic work and we jointly work to further Hasbro’s mission.

  95. Current Director Compensation Arrangements

    | Insider Trading Policy |

  96. Current Director Compensation Arrangements

    We have a Board-approved Global Insider Trading Policy governing the transactions in our securities by our directors, officers and employees, and other related persons and entities, that are designed to promote compliance with insider trading laws, rules, and regulations. More specifically, it is the policy of the Company that no director, officer or other employee of the Company who is aware of material nonpublic information relating to the Company may, directly or through family members or other persons or entities, (a) engage in transactions in securities of the Company (other than pursuant to a pre-approved trading plan that is adopted and operated in compliance with SEC Rule 10b5-1), or engage in any other action to take personal advantage of that information, or (b) pass that information, or make a recommendation to engage in transactions in the Company’s securities that is influenced by material nonpublic information, on to others outside the Company, including family and friends. It is the policy of the Company that no director, officer or other employee of the Company who, in the course of working for the Company, learns of material nonpublic information about another company or another entity, including, without limitation, a company with which the Company does business, including a customer or supplier of the Company, may (a) engage in transactions in that company’s securities until the information becomes public or is no longer material, or (b) pass that information on to others outside the Company, including family and friends, or make a recommendation to engage in transactions in the other company’s or entities’ securities that is influenced by material nonpublic information. We have a pre-clearance policy that applies to executive officers, and members of the Board of the Company and other designated employees of the Company who, although not executive officers, regularly become aware of earnings information or other potentially material nonpublic information about the Company. Under this policy directors and executive officers of the Company, and any other employees designated as being subject to the Company’s pre-clearance procedures, together with any of their family members who live in their household or whose transactions in Company securities are under their influence or control, and any trusts or other entities controlled by any such persons, may not engage in any transaction in the Company’s securities (including an open market purchase, open market sale, gift, cashless exercise of a stock option, contribution to a trust, or similar transfer) without first obtaining pre-clearance of the transaction from the Legal Department.

  97. Current Director Compensation Arrangements

    | Additional Availability of Corporate Governance Materials |

  98. Current Director Compensation Arrangements

    In addition to being accessible on the Company’s website, https://investor.hasbro.com/corporate-governance, copies of the Company’s Code of Conduct, Corporate Governance Principles and the charters of the five committees of the Board of Directors are all available free of charge to any shareholder upon request to the Company’s Chief Legal Officer and Corporate Secretary, c/o Hasbro, Inc., 1027 Newport Avenue, P.O. Box 1059, Pawtucket, Rhode Island 02861. Compensation 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 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 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 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 31, 2023. Report issued by the members of the Compensation Committee as of the Company’s 2023 fiscal year end. Lisa Gersh (Chair) Elizabeth Hamren Laurel J. Richie Richard S. Stoddart Compensation Discussion and Analysis

  99. Current Director Compensation Arrangements

    | Executive Summary |

  100. Current Director Compensation Arrangements

    In the following Compensation Discussion and Analysis (“CD&A”), we describe our approach to the executive compensation programs and our compensation decisions for 2023 for the following Named Executive Officers (“NEOs”).

  101. Current Director Compensation Arrangements

    | Name | Title | | Chris Cocks | Chief Executive Officer | | Gina Goetter | Executive Vice President and Chief Financial Officer | | Cynthia Williams | President, Wizards of the Coast and Hasbro Gaming | | Tarrant Sibley | Executive Vice President, Chief Legal Officer and Corporate Secretary | | Tim Kilpin | President, Toys, Licensing and Entertainment | | Deborah Thomas(1) | Former Executive Vice President and Chief Financial Officer | | Eric Nyman(2) | Former President and Chief Operating Officer |

  102. Current Director Compensation Arrangements

    | (1) Ms. Thomas served as Chief Financial Officer and as an Executive Officer through the effective date of the Company’s appointment of Ms. Gina Goetter. |

  103. Current Director Compensation Arrangements

    | (2) Mr. Nyman departed the Company in March 2023. |

  104. Executive Compensation Program Structure and Alignment with Performance

    | 2023 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 - Operational Excellence - Cost Savings and Efficiency Enhancement • 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 and can include performance against ESG goals In 2024, we have updated the metrics and replaced Operating Profit Margin with Operating Profit Dollars | | Type of Long-Term Incentive Compensation | | | Performance Share Awards | • Represented 50% of annual target equity award value for our NEOs, excluding new hire awards • Earned based on challenging long-term three-year goals requiring sustained strong operating performance • Tied to achievement of EPS and Return on Invested Capital (ROIC) targets over a 3-year performance period • Adjusted +/- 25% by a TSR Modifier compared to the S&P 500 In 2024, we have updated these metrics by removing the Return on Invested Capital metric and weighted the EPS metric 100% with the same relative TSR modifier | | Stock Options | • Represented 25% of annual target equity award value for our NEOs, excluding new hire awards • 7-year term • Vest in three equal annual installments over the first three anniversaries of the grant date In 2024, stock options will no longer be part of the long-term incentive compensation mix | | Restricted Stock Units | • Represented 25% of annual target equity award value for CEO and the other NEOs, excluding new hire awards • Vest in three equal annual installments over the first three anniversaries of the grant date In 2024, restricted stock units will make up 50% of annual target equity award value for CEO and other NEOs |

  105. Executive Compensation Program Structure and Alignment with Performance

    | • | Align the interests of the Company’s executives with the short, medium and long-term goals of the Company and its shareholders and other stakeholders. |

  106. Executive Compensation Program Structure and Alignment with Performance

    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 competitive range around the market median 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. 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 2023, the Company amended its policy to ensure compliance with applicable SEC rules and Nasdaq listing standards.

  107. Strong Compensation Governance Practices

    | • | The Committee’s independent compensation consultant, Meridian Compensation Partners LLC (“Meridian”); |

  108. Peer Group and Benchmarking to the Market

    Peer Group and Benchmarking to the Market In designing the fiscal 2023 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 global play leader, the companies with which Hasbro competes for executive talent is intense and the skills and expertise required of Hasbro’s executives continues to increase with advancements in technology. The Company competes with a broad range of companies that focus on immersive storytelling across brands, including those operating in the digital gaming, and to a lesser extent, entertainment and media industries, in the hiring and retention of executives. The Committee, with the assistance of its independent compensation consultant, annually reviews the compensation peer group. The fiscal year 2023 peer group is as follows:

  109. 2023 Peer Group

    2023 Peer Group

  110. 2023 Peer Group

    | Activision Blizzard, Inc. | Live Nation Entertainment, Inc. | Ralph Lauren Corporation | The Estee Lauder Companies Inc. | | Electronic Arts, Inc. | Lululemon Athletica, Inc. | Roblox Corp. | The Interpublic Group of Companies, Inc. | | Fox Corporation | Mattel, Inc. | Skechers USA, Inc. | Under Armour, Inc. | | Lions Gate Entertainment Corp. | Netflix, Inc. | Take-Two Interactive Software, Inc. | |

  111. 2023 Peer Group

    The Committee reviews market data, including from the peer group, as part of assessing the appropriateness and reasonableness of compensation levels and mix of compensation elements to ensure that the compensation program:

  112. 2023 Peer Group

    | • | is appropriate and effective in furthering Company goals; |

  113. 2023 Peer Group

    | • | provides adequate retention incentive for top-performing executives; |

  114. 2023 Peer Group

    | • | aligns pay with performance; and |

  115. 2023 Peer Group

    | • | fairly rewards executives for their performance and contribution to the achievement of the Company’s goals, rather than in having compensation packages align to a certain range of market data of the Company’s peers. |

  116. 2023 Peer Group

    According to market data reviewed by the Committee, the 2023 total target direct compensation for NEOs was within a reasonable range of the 50th percentile of total target direct compensation for comparable positions at companies in the peer group.

  117. 2023 Peer Group

    | 2024 Peer Group For determining the fiscal year 2024 peer group, the Committee, with assistance from its independent compensation consultant, reviewed the compensation peer group and determined that it would be appropriate to make adjustments that align with our refined strategy, the sale of eOne film and television, and focus on companies in the toys, gaming, and entertainment/branded/experience industries. Additionally, the Committee reviewed the revenue and market capitalization of each company in the peer group to ensure that such company was an appropriate comparator. Based on this analysis, the 2024 compensation peer group is shown below. | | | | | Activision Blizzard, Inc.* | Electronic Arts, Inc. | Mattel, Inc. | Take-Two Interactive Software, Inc. | | Crocs, Inc. | Funko, Inc. | Roblox Corp. | The Hershey Company | | Dave & Buster’s Entertainment, Inc. | Live Nation Entertainment, Inc. | Spin Master Corp. | Topgolf Callaway Brands Corp. |

  118. 2023 Peer Group

    | * Activision Blizzard will be removed from our peer group in future years following its acquisition by Microsoft, Inc. |

  119. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In reviewing and establishing the fiscal 2023 compensation program for the Company’s executive officers, the Committee received input and recommendations from representatives from Meridian, which was retained by, and which 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 2023. 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 the 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 Program Elements The NEOs receive a mix of fixed and variable compensation. The following discussion summarizes the various elements of the executive compensation program.

  120. Variable and Performance-Based Compensation Elements

    | Component of Incentive Compensation | | Performance Metrics | Objectives | | Annual Incentive | | Total Net Revenue | Measures annual top line growth | | | | Operating Profit Margin | Measures ability to maximize profitability and drive shareholder value | | | | Strategic - Cost Savings | Measures operating model improvements and ability to achieve cost savings and efficiencies | | | | Individual Performance Adjustment | Measures performance against individual objectives, including ESG objectives | | Long-Term Incentive | Performance Share Awards | Cumulative Diluted Earnings Per Share | Measures long-term profitability | | | | Average Return on Invested Capital | Measures capital efficiency | | | | Relative TSR Modifier | Compares total shareholder return to S&P 500 companies | | | Restricted Stock Units | Stock Price | Provides alignment with shareholders | | | Stock Options | Stock Price Appreciation | Align our executives interests with those of the shareholders by providing value only if the Company’s stock price increases from the date that the stock option is granted. |

  121. Annual Incentive Compensation

    Annual Incentive Compensation The annual incentive plan is designed to incentivize our NEOs to achieve critical financial and non-financial 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.

  122. Target Annual Incentive Opportunity

    Target Annual Incentive Opportunity The Compensation 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.

  123. Target Annual Incentive Opportunity

    | Named Executive Officer | 2023 Target Annual Incentive Award Opportunity (% of Base Salary) | | Chris Cocks | 150% | | Gina Goetter | 100% | | Cynthia Williams | 75% | | Tim Kilpin | 75% | | Tarrant Sibley | 75% | | Deborah Thomas | 100% | | Eric Nyman | 100% |

  124. Target Annual Incentive Opportunity

    Each eligible named executive officer may earn between 0% and 200% of his or her target annual incentive opportunity based on achieved performance against pre-set performance goals. For financial metrics, threshold performance results in a 50% of target payout and target performance results in a 100% payout. For performance between threshold and target, and target and maximum, the payout is determined by linear interpolation. 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.

  125. Annual Incentive Performance Metrics

    Annual Incentive Performance Metrics For fiscal year 2023, the Committee modified the prior year’s annual incentive plan by replacing free cash flow with strategic metrics, which emphasize performance against our transformation efforts, including specific targets for cost savings. The following performance measures were assigned the indicated weight based on the Company’s 2023 operating plan and budget.

  126. Annual Incentive Performance Metrics

    | Performance Measure | Messrs. Cocks and Sibley and Ms. Goetter(3) | Ms. Williams | Mr. Nyman | | Company Net Revenue | 40% | | | | Company Operating Profit Margin | 40% | | | | Company Strategic Metrics | 20% | 20% | 20% | | Wizards Business Area(1) Net Revenue | | 40% | | | Wizards Business Areas Operating Profit | | 40% | | | HCP Business Area(2) Net Revenue | | | 40% | | HCP Business Area Operating Profit Margin | | | 40% |

  127. Annual Incentive Performance Metrics

    | (1) For Ms. Williams, the Committee established annual incentive performance metrics that were based on both Wizards of the Coast performance, including digital gaming relating to Wizards brands (“Wizards Business Area”) and Company strategic metrics. |

  128. Annual Incentive Performance Metrics

    | (2) For Mr. Nyman, the Committee established annual incentive award metrics that were based on both Hasbro Consumer Products (“HCP”) business performance and Company strategic metrics. |

  129. Annual Incentive Performance Metrics

    | (3) Ms. Thomas had a guarantee to receive 100% of her target bonus per the terms of her transitional services agreement. Mr. Kilpin had a guarantee to receive 100% of his FY23 target bonus per the terms of his new hire agreement. |

  130. Annual Incentive Performance Metrics

    The Company’s performance goals were set with the objective of achieving strong financial results while continuing with the Company’s transformation to a branded play leader, 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, and the Hasbro Consumer Products 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.

  131. Calculation of 2023 Annual Incentive Payout

    Calculation of 2023 Annual Incentive Payout The tables below show the calculation of 2023 annual incentive award for each eligible NEO.

  132. Messrs. Cocks and Sibley, and Ms. Goetter’s 2023 Calculated Annual Incentive Payout

    Messrs. Cocks and Sibley, and Ms. Goetter’s 2023 Calculated Annual Incentive Payout

  133. Messrs. Cocks and Sibley, and Ms. Goetter’s 2023 Calculated Annual Incentive Payout

    | | Goal | Actual | Percentage Achievement | Payout Percentage | Weighted Payout | | Company Net Revenue (Weighted 40%) | $5,699,367 | $5,003,326 | 88% | 60% | 24% | | Company Operating Profit Margin (Weighted 40%) | 16.3% | 9.4% | 58% | 0% | 0% | | Company Strategic Scorecard (Weighted 20%) | See details below | | | 200% | 40% | | All numbers are in thousands, except percentages | Total Weighted Payout | | | | 64% |

  134. Hasbro Strategic Metrics

    Hasbro Strategic Metrics The Hasbro Strategic Scorecard was assessed by reviewing both quantitative and qualitative factors against each strategic metric individually to determine the overall Strategic result. The metrics that made up the Hasbro Strategic Scorecard were (i) non-labor cost savings, including significant improvements to operational efficiency and (ii) operating model improvements to enhance customer focus, including labor savings. The Hasbro strategic metrics make up 20% of each NEOs FY2023 bonus award.

  135. Hasbro Strategic Metrics

    | | Goal Range | Actual | Percentage Achievement | Payout Percentage | Weighted Payout | | Operating Model Improvements savings (non-labor) (Weighted 10%) | $100 million — $150 million | $256 million | 205% | 200% | 20% | | Cost savings (including labor) (Weighted 10%) | $50 million — $70 million | $75 million | 125% | 200% | 20% | | | Total Weighted Payout | | | | 40% |

  136. Ms. Williams’ 2023 Calculated Annual Incentive Payout

    Ms. Williams’ 2023 Calculated Annual Incentive Payout

  137. Ms. Williams’ 2023 Calculated Annual Incentive Payout

    | | Goal | Actual | Percentage Achievement | Payout Percentage | Weighted Payout | | Wizards Business Area Net Revenue (Weighted 40%) | $1,445,067 | $1,443,426 | 100% | 100% | 40% | | Wizards Business Area Operating Profit Margin (Weighted 40%) | 38.48% | 36.05% | 94% | 85% | 34% | | Hasbro Strategic Scorecard (Weighted 20%) | See details above | | | 200% | 40% | | All numbers are in thousands, except percentages | Total Weighted Payout Final Payout | | | | 114% 110% |

  138. Ms. Williams’ 2023 Calculated Annual Incentive Payout

    Note: For the Business Area to have a payout on the Business Area component both Business Area metrics must achieve the minimum threshold. The payout factor for all employees assigned to the Wizards Business Area plan was funded at 110% to reflect the impact of the Hasbro Strategic Scorecard on the Wizards business relative to the entire business.

  139. Mr. Nyman’s 2023 Calculated Annual Incentive Payout

    Mr. Nyman’s 2023 Calculated Annual Incentive Payout

  140. Mr. Nyman’s 2023 Calculated Annual Incentive Payout

    | | Goal | Actual | Percentage Achievement | Payout Percentage | Weighted Payout | | HCP Business Area Net Revenue (Weighted 40%) | $3,441,043 | $2,831,442 | 82% | 0% | 0% | | HCP Business Area Operating Profit Margin (Weighted 40%) | 9.78% | (0.62)% | (6)% | 0% | 0% | | Company Strategic Scorecard (Weighted 20%) | See details above | | | 200% | 40% | | All numbers are in thousands, except percentages | Total Weighted Payout | | | | 40% |

  141. Mr. Nyman’s 2023 Calculated Annual Incentive Payout

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

  142. Mr. Kilpin and Ms. Thomas Calculated Annual Incentive Payout

    Mr. Kilpin and Ms. Thomas Calculated Annual Incentive Payout Mr. Kilpin had a guarantee to receive 100% of his FY23 target bonus per the terms of his new hire agreement, and Ms. Thomas had a guarantee to receive 100% of her target bonus per the terms of her transitional services agreement.

  143. Calculated Annual Incentive Payouts

    Calculated Annual Incentive Payouts With respect to the 2023 annual incentive plan payouts, the Committee reviewed the performance of the Company and its business areas against the annual incentive plan targets for fiscal year 2023. The Committee reviewed the base incentive awards that would have been received by the NEOs using the Company and business area performance. 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, although the Committee can assess a modifier in excess of that range where it deems warranted by particularly strong individual performance. In addition to the NEO’s individual performance, the Committee also considered the Company’s progress on transformation efforts including operating model improvements and cost reduction measures. After this review, the Committee determined to make individual performance adjustments for Mr. Cocks for the reasons described below. With respect to Ms. Goetter, Ms. Williams and Mr. Sibley, the Committee considered the recommendation of the CEO in making final bonus determination, including individual performance adjustments as outlined below. Mr. Kilpin and Ms. Thomas each received 100% of their respective target bonuses per the terms of their agreements.

  144. Calculated Annual Incentive Payouts

    | Named Executive Officer | Calculated Payout % | Modified Payout % | Rationale for Modification to Calculated Payout | | Chris Cocks | 64% | 86.4% | • Improvements to the product innovation pipeline • Drove key operational initiatives • Focus on partnerships with key third parties • Completed sale of eOne film and television business to Lionsgate • Assembled strategic leadership team | | Gina Goetter | 64% | 86.4% | • Reduced owned inventory by 51% • Reduced debt by $506M • Drove key operational initiatives, including optimizing the Company’s supply chain • Total working capital improvement of $350M • Drove development of financial operations and business planning capabilities, including integrated business planning | | Cynthia Williams | 110% | 148.5% | • Delivered a record year for Magic: Magic generated over a billion dollars in 2023 • Strength of digital licensing led by Baldur’s Gate 3 and Monopoly Go! • Expanded scope to include Hasbro gaming • Drove key operational initiatives, including product innovation in the gaming business | | Tarrant Sibley | 64% | 86.4% | • Leadership and support of the strategic initiatives, including innovation pipeline and operational initiatives • Completed the sale of the eOne film and television business to Lionsgate • Contributions to governance processes • Significant litigation results |

  145. 2023 Annual Incentive Payouts

    2023 Annual Incentive Payouts The table below shows each eligible NEO’s calculated and modified 2023 annual incentive payout.

  146. 2023 Annual Incentive Payouts

    | Named Executive Officer | 2023 Target Incentive Award Opportunity | Calculated Incentive Award | Final Incentive Award | Final Incentive Award as a % of Target | | Chris Cocks | $2,250,000 | $1,440,000 | $1,944,000 | 86.4% | | Gina Goetter | $634,615 | $406,154 | $548,307 | 86.4% | | Cynthia Williams | $460,818 | $506,900 | $684,314 | 148.5% | | Tim Kilpin | $637,500 | $637,500 | $637,500 | 100% | | Tarrant Sibley | $464,568 | $297,323 | $401,386 | 86.4% | | Deb Thomas | $1,250,000 | $1,250,000 | $1,250,000 | 100% | | Eric Nyman | $296,154 | $118,462 | $118,462 | 40% | | Note: Incentive amounts shown above are calculated using fiscal year 2023 earnings with the exception of Ms. Thomas and Mr. Kilpin whose amounts were based on 100% of annual base salary pursuant to their agreements. | | | | |

  147. 2023 Annual Incentive Payouts

    | Changes for Fiscal Year 2024. After review of the annual incentive plan design, the Committee made certain changes to the metrics for 2024. For fiscal 2024, the operating profit margin metric was replaced by operating profit dollars. This change better aligns with market prevalence by focusing on dollars instead of percentages and Management believes it will be more easily understood by plan participants and will help incentivize profitable growth. |

  148. Long-Term Incentive Compensation

    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 awards.

  149. Annual Long-Term Incentive Awards

    Annual Long-Term Incentive Awards Long-term incentive compensation is provided to our NEOs, in the form of performance share awards, time-based restricted stock units, and non-qualified stock options. 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 2023, the Committee working closely with its independent compensation consultant, 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 2023 long-term incentive awards.

  150. Annual Long-Term Incentive Awards

    | • | Increased the LTI target value for Mr. Cocks from 500% to 700% to further align with the competitive market median. |

  151. Annual Long-Term Incentive Awards

    | • | Ms. Williams and Mr. Sibley received above target grants to recognize exceptional individual performance, and in the case of Ms. Williams, to recognize her expanded scope which includes all of Hasbro’s games. |

  152. Annual Long-Term Incentive Awards

    The 2023 LTI Award target value for our NEOs were as follows:

  153. Annual Long-Term Incentive Awards

    | Named Executive Officer | 2023 LTI Award Target Value % of Base Salary | | Chris Cocks | 700% | | Gina Goetter | N/A | | Cynthia Williams | 200% | | Tim Kilpin | 200% | | Tarrant Sibley | 200% | | Deborah Thomas | 400% | | Eric Nyman | 400% | | Note: see section describing Ms. Goetter’s offer letter for new hire details. | |

  154. Annual Long-Term Incentive Awards

    The division across award types, and the targeted total award value reflect the Committee’s view:

  155. Annual Long-Term Incentive Awards

    | • | as to the appropriate total award opportunity for each NEO; |

  156. Annual Long-Term Incentive Awards

    | • | the optimal weighting of short-term and long-term objectives and drivers of retention value; |

  157. Annual Long-Term Incentive Awards

    | • | a total long-term compensation program that drives corporate performance and appropriately rewards executives for delivering a consistently high-level of performance; |

  158. Annual Long-Term Incentive Awards

    | • | a belief that over the performance period the realization of equity award values should be balanced among achievement of the Company’s longer-term financial targets and the Company’s stock price appreciation; and |

  159. Annual Long-Term Incentive Awards

    | • | the retention of key executive talent. |

  160. Annual Long-Term Incentive Awards

    In 2023, the Committee allocated LTI awards as follows: 50% performance share awards, 25% restricted stock units and 25% non-qualified stock options for all of our NEOs, excluding Ms. Goetter. Performance Share Awards Performance Share Awards (“PSA 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 2023, the Committee set the performance metrics and respective weightings for the PSA Awards issued to our NEOs as cumulative diluted Earnings Per Share (“EPS”) (50%) and average Return On Invested Capital (“ROIC”) (50%). The Committee selected these performance metrics because they are important drivers of long-term sustainable Company performance with respect to effective profitability and balance sheet management (Diluted EPS), and our ability to generate returns from the capital we have deployed in our operations (ROIC). These metrics are subject to +/- 25% modifier for the Company’s relative TSR performance against the S&P 500 TSR comparator group. The TSR modifier replaced the revenue metric used in prior years to stress the importance of improving our relative TSR. 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. If the Company achieves less than threshold performance with respect to any financial performance metric, the payout achieved for that metric is 0%. The minimum payout for achievement against a given metric is set at 50% of target, and that minimum is awarded when actual performance reaches 80% of target performance. The maximum payout for over achievement against a given metric is set at 200% of target, and that maximum is awarded when actual performance reaches 125% of target performance in the case of Diluted EPS and ROIC. For performance between threshold and target and target and maximum, the payout is determined by linear interpolation. With respect to the relative TSR modifier, the PSA Award financial performance is only modified if relative TSR performance is below the 25th percentile or above the 75th percentile when compared to the S&P 500 comparator group. If relative TSR performance is between the 25th and 75th percentile, no modification is made to the PSA financial performance result. If both financial metrics achieve maximum performance (e.g., 200%) and relative TSR performance is above the 75th percentile, the PSA final payout factor will be 250%. The Company considers the specific target performance levels for ongoing performance periods to be confidential information that would harm the Company if disclosed as they are based on confidential internal plans and forward-looking expectations concerning the Company’s performance over a three-year period. Retrospective disclosure is provided upon conclusion of each period. As discussed above, the performance targets set forth in the PSA awards align with the Company’s budget, operating plan and strategic plan, and were set at levels the Committee determined will challenge the executive team in working to meet long-term objectives and drive performance and shareholder value creation. Strong performance from the Company and, in turn, its executives, is required to achieve a threshold payout and superior performance in managing the Company’s business will be required to achieve a higher than target payout.

  161. Annual Long-Term Incentive Awards

    | Changes for Fiscal Year 2024. After review of the long-term incentive plan design, the Committee made certain changes to the mix of awards for 2024. For fiscal 2024, the Committee will allocate awards for all of our NEOs as follows: 50% performance share awards and 50% restricted stock units. In addition, the Committee has modified the metrics for the performance share awards to be EPS as the key metric weighted 100% with TSR remaining as a modifier. ROIC will no longer be included as a performance metric. Utilizing these metrics aligns with our strategy and market practice to deliver earnings to shareholders and improve our TSR performance. |

  162. Annual Long-Term Incentive Awards

    FY21-FY23 Performance Share Award Each year the Committee reviews the PSA Awards whose performance period ends during such fiscal year to determine whether the applicable performance criteria have been satisfied. In fiscal 2021, the Committee issued a PSA Award for the three-year performance period that included fiscal 2021, 2022 and 2023 (the “FY21-FY23 PSA Award”). The Committee issued awards to Messrs. Cocks, Sibley, and Nyman and to Ms. Thomas. Ms. Goetter, Ms. Williams and Mr. Kilpin were not employed by the Company at the time the Committee granted the FY21-FY23 PSA Award and therefore did not receive such an award. After the end of the performance period, the Committee reviewed and determined that the FY21-FY23 PSA Award, which was subject to three performance metrics, achieved 81% of target performance. The following table compares the actual results achieved for the FY21-FY23 PSA against the targeted goals for the three-year performance period.

  163. Annual Long-Term Incentive Awards

    | Performance Period | Net Revenue* | | | Cumulative Diluted EPS* | | | Average ROIC | | | Weighted Payout Percentage | | | Target | Results | Achievement | Target | Results | Achievement | Target | Results | Achievement | | | FY21-FY23 | $18,993 | $17,443 | 91.8% | $13.62 | $12.37 | 90.8% | 7.90% | 7.64% | 96.7% | 81% |

  164. Annual Long-Term Incentive Awards

    | * Net Revenue numbers are in millions. Performance for Net Revenue and cumulative Diluted EPS is calculated based on exchange rates in effect at the beginning of the relevant performance period. |

  165. Annual Long-Term Incentive Awards

    Restricted Stock Units The Company uses restricted stock units as a reward and retention mechanism. The restricted stock units granted as part of our fiscal 2023 annual long-term incentive award to our NEOs, represented approximately 25% of their annual targeted equity award value and vest in three equal installments on the first three anniversaries of the grant date provided the recipient remains employed with the Company through the applicable vesting dates. Pro-rata vesting is provided earlier only in the event of the death, disability, early retirement at age 55 (with at least 10 years of credited service) or retirement at age 65 (with at least 5 years of credited service) of the executive. All other terminations of employment result in forfeiture of the awards. Stock Options Stock options granted as part of our fiscal 2023 annual long-term incentive award represented approximately 25% of the targeted equity award value for our NEOs, and vest in three equal installments on the first three anniversaries of the grant date, subject to the recipient’s continued employment with the Company through such vesting dates, and have seven-year terms. Options forward vest upon an executive officer retiring at age 65 or older with at least five years of credited service or upon an officer’s death or permanent disability. The Company does not manage the timing of equity grants to attempt to give participants the benefit of material non-public information. Annual option grants are made with effective dates in open trading windows following the Company’s release of its financial results. All option grants are made with an exercise price at or above the average of the high and low sales prices of the Company’s common stock on the grant date.

  166. Fixed Compensation and Benefits

    Fixed Compensation and Benefits Base Salary The Company’s philosophy is to review base salaries annually or more often if circumstances warrant. Increases in executive base salaries will continue to be 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. In 2023, an increase was made to the base salary of Ms. Williams from $600,000 to $675,000 and to the base salary of Mr. Sibley from $600,000 to $650,000 to remain competitive with companies in our peer group for similar positions and in the case of Ms. Williams to recognize her expanded role scope which includes all of Hasbro games. Benefits The Company’s executive officers also participate in certain employee benefit programs provided by the Company that are offered to the Company’s other full-time employees. The executive officers of the Company are eligible for life insurance benefits on the terms applicable to the Company’s other employees. The Company’s executive officers participate in the same medical and dental benefit plans as are provided to the Company’s other employees. Pursuant to the plan design for our medical plan provided to employees in our Wizards business, Ms. Williams received an additional subsidy towards the applicable premium cost of her medical plan coverage that is equal to the employee premium for employee-only coverage. Company-Sponsored Retirement Plans The Company provides retirement benefits to employees of the Company’s U.S. operations primarily through the Hasbro, Inc. Retirement Savings Plan (the “401(k) Plan”) and the Supplemental Benefit Retirement Plan (the “Supplemental Plan”). The 401(k) Plan and Supplemental Plan provide for Company matching contributions and an annual Company contribution equal to 3% of aggregate salary and bonus. Executive officers are eligible to participate in the 401(k) Plan and Supplemental Plan on the same basis as all other U.S. Hasbro employees. The Supplemental Plan is intended to provide a competitive benefit for employees whose employer-provided retirement contributions would otherwise be limited. However, the Supplemental Plan is designed only to provide the benefit which the executive would have accrued under the Company’s 401(k) Plan if the Code limits had not applied. It does not further enhance those benefits. The amount of the Company’s contributions to our NEOs under both the 401(k) Plan and Supplemental Plan are included in the “All Other Compensation” column of the Summary Compensation Table that follows this report. The Hasbro, Inc. Pension Plan (the “Pension Plan”), a defined benefit pension plan for eligible Company employees in the United States, and the pension portion of the Supplemental Plan, were frozen effective December 31, 2007. Executive officers hired prior to December 31, 2007, continued to participate in the Pension Plan and the pension portion of the Supplemental Plan, but did not accrue additional benefits thereunder subsequent to the plan freeze on December 31, 2007. The Pension Plan subsequently was annuitized and terminated. Non-Qualified Deferred Compensation Plan Executive officers who are employees of the Company’s U.S. operations are also eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which is available to all the Company’s employees based in the United States at or above selected management levels and whose annual base salary is equal to or greater than $150,000 in 2023. The Deferred Compensation Plan allows participants to defer compensation into various measurement funds, the performance of which determines the return on compensation deferred under the plan. Potential investment choices include a fixed rate option, a choice that tracks the performance of the Company’s Common Stock, and other equity indices. Earnings recorded on compensation deferred by the executive officers do not exceed the returns on the relevant investments earned by other non-executive officer employees deferring compensation into the applicable investment vehicles. Perquisites The Company offers perquisites that the Committee believes are reasonable yet competitive for attracting, retaining and compensating the Company’s executives. The Company reimburses designated executive officers for the cost of certain financial planning services they obtain from third parties provided that such costs are within the annual limits established by the Company. The 2023 annual limit on these costs for Mr. Cocks was $25,000, and $5,000 for each of the other NEOs. In connection with Mr. Cocks’s employment agreement and relocation to the Company’s headquarters in Rhode Island, the Company has reimbursed Mr. Cocks with certain relocation and travel expenses. The cost to the Company for these perquisites is included in the “All Other Compensation” column of the Summary Compensation Table. Severance and Change in Control Benefits A discussion of the severance and change in control benefits that may be payable to the NEOs in certain situations, as well as the plans under which those benefits are payable, can be found below under the heading “Potential Payments Upon Termination or Change in Control.” Other Compensation Considerations

  167. Compensation and Risk Management

    | • | provide for a balance of shorter-term objectives or exercise periods (such as the annual cash incentive plan objectives) and longer-term objectives or exercise periods (such as the three-year performance period under the performance share awards and seven-year option terms) to mitigate the risk that short-term performance would be driven at the expense of longer-term performance and shareholder value creation; and |

  168. Tax Considerations

    Tax Considerations For years prior to 2018, Section 162(m) of the Internal Revenue Code (as implemented by IRS guidance) limited companies’ deduction for compensation paid to the CEO and the other three most highly paid executives (excluding the CEO and CFO) to $1 million, but allowed for the deduction for performance-based compensation costs/expenses for amounts even in excess of the $1 million limit. As such, we structured our Restated 2003 Stock Incentive Performance Plan, as amended, (the “2003 Plan”) with the intention of meeting the requirements for performance-based compensation under Section 162(m). Effective January 1, 2018, the Tax Cut and Jobs Act (the “TCJA”) repealed this exclusion for performance-based compensation, and expanded the class of affected executives, which means that all compensation paid to persons who in 2017, or any year following, were the CEO, CFO (in 2018 or later) or one of the other three most highly paid executives (excluding our CEO and CFO) will be subject to the per-person annual cap of $1 million. For long-term incentive plan awards made on or prior to November 2, 2017, but not yet vested and/or paid out (other than time-based restricted stock units (including unexercised stock options), which are not qualified under Section 162(m) and therefore are not deductible, unless paid after the executive terminates), we expect that the Company will still be able to deduct those amounts, provided that the Company meets the requirements in the TCJA protecting grandfathered performance-based awards and certain other grandfathered compensation paid after termination of service. The Committee believes that shareholder interests are best served by not restricting the Committee’s discretion and flexibility in crafting compensation programs, even if such programs may result in certain non-deductible compensation expenses. Accordingly, the Committee may provide compensation that is not deductible. Executive Compensation The following table summarizes compensation paid by the Company for services rendered during fiscal 2023, 2022 and 2021 by the Named Executive Officers.

  169. Tax Considerations

    | Summary Compensation Table |

  170. Tax Considerations

    | Name and Principal Position | Fiscal Year | Salary(a) | Bonus(b) | Stock Awards(c) | Option Awards(c) | Non-Equity Incentive Plan Compensation (a)(d) | Change in Pension Value and Non-Qualified Deferred Compensation(e) | All Other Compensation (f) | Total | | Chris Cocks | 2023 | $1,500,000 | $0 | $7,875,020 | $3,086,034 | $1,944,000 | $0 | $705,815 | $15,110,869 | | Chief Executive Officer | 2022 | $1,257,692 | $0 | $5,625,079 | $2,246,689 | $0 | $1,121 | $312,466 | $9,443,047 | | | 2021 | $702,885 | $0 | $1,144,267 | $463,476 | $1,300,000 | $4,189 | $137,585 | $3,752,402 | | Gina Goetter | 2023 | $634,615 | $350,000 | $4,000,042 | $0 | $548,307 | $0 | $177,036 | $5,710,001 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | | Cynthia Williams | 2023 | $614,423 | $500,000 | $2,250,054 | $881,730 | $684,314 | $0 | $81,000 | $5,011,520 | | President Wizards of the Coast & Hasbro Gaming | 2022 | $507,692 | $500,000 | $4,900,214 | $337,954 | $285,577 | $0 | $19,857 | $6,551,294 | | Tim Kilpin | 2023 | $572,115 | $0 | $3,275,135 | $471,084 | $637,500 | $0 | $312,550 | $5,268,385 | | President Toys, Licensing & Entertainment | | | | | | | | | | | Tarrant Sibley | 2023 | $619,423 | $0 | $1,650,084 | $646,606 | $401,386 | $911 | $71,948 | $3,390,358 | | Executive Vice President and Chief Legal Officer | | | | | | | | | | | Deborah Thomas (g) | 2023 | $1,250,000 | $0 | $3,750,034 | $1,469,545 | $1,250,000 | $0 | $117,500 | $7,837,079 | | Former Executive Vice President, Chief Financial Officer | 2022 | $1,192,308 | $0 | $3,450,106 | $1,377,976 | $0 | $7,236 | $32,450 | $6,060,076 | | | 2021 | $1,005,769 | $0 | $2,250,091 | $893,640 | $1,600,000 | $33,512 | $227,394 | $6,010,406 | | Eric Nyman (h) | 2023 | $296,154 | $0 | $3,300,056 | $1,293,199 | $118,462 | $0 | $817,042 | $5,824,913 | | Former President & Chief Operating Officer | 2022 | $1,032,308 | $0 | $4,050,095 | $1,239,228 | $0 | $2,340 | $39,311 | $6,363,282 |

  171. Tax Considerations

    | Grants of Plan-Based Awards |

  172. Tax Considerations

    | Outstanding Equity Awards at Fiscal Year-End |

  173. Tax Considerations

    | Option Exercises and Stock Vested |

  174. Tax Considerations

    | Non-Qualified Deferred Compensation and Other Deferred Compensation |

  175. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The Deferred Compensation Plan is available to all of the Company’s U.S. based employees who are at or above job level 7 and whose base compensation is equal to or greater than $150,000 for 2023, including our NEOs. Participants may defer up to 75% of their base salary and 85% of the awards they are paid under the Company’s non-equity incentive plans. Participant account balances are credited with earnings based on the participant’s selection from the list of measurement funds offered in the plan, including a fixed rate option. The allocation of investments may be changed as often as daily, with the exception of the Hasbro Stock Fund and the fixed rate option. Selection of the Hasbro Stock Fund and the fixed rate option is made once per year and becomes effective the following January. Rates of return earned (lost) by our NEOs are the same as the rates of return earned (lost) by other participants selecting the same investment choices. As such, the Company does not consider these rates of return to be “above-market” within the meaning of the rules of the SEC. Generally, account balances under the plan may be paid as a lump sum or in installments over a five, ten or fifteen-year period following the termination of employment, except amounts designated as short-term payouts which are payable at a pre-selected date in the future. Account balances may be distributed prior to retirement in the event of a financial hardship, but not in excess of the amount needed to meet the hardship.

  176. Non-Qualified Deferred Compensation Plan

    | Potential Payments Upon Termination or Change in Control |

  177. Non-Qualified Deferred Compensation Plan

    The following table provides information as to the value of incremental payments and other benefits that would have been received by our NEOs upon a termination of their employment with the Company due to various types of situations, including upon a change in control of the Company, assuming such termination and change in control had taken place on December 29, 2023 (the last trading day of the Company’s 2023 fiscal year), and based on any agreements with our NEOs in place as of December 31, 2023. The benefits reflect the closing price of the Company’s Common Stock of $51.06 on December 29, 2023, where appropriate. Following these tables is a narrative description of the plans and agreements pursuant to which these payments and benefits are payable. No information is provided for Ms. Thomas or Mr. Nyman as they were not eligible for any incremental payments or benefits as of December 29, 2023. In addition to the benefits detailed in the following tables, our NEOs are eligible to receive vested benefits under the Company’s pension plans and deferred compensation plans, to the extent applicable, which are quantified in the preceding tables in this Proxy Statement, as well as benefits under stock options held by such executive officers which are vested and exercisable as of the date of their termination. In addition, our NEOs, other than Ms. Goetter, Ms. Williams and Mr. Kilpin, are eligible to participate in the Company’s post-retirement life insurance program, which is available to all salaried employees employed by the Company on December 31, 2019, who at such time met the eligibility requirements for early or normal retirement. Our NEOs would not receive any incremental payments or other benefits if they voluntarily resigned from the Company (except resignation for Good Reason, where noted) or were involuntarily terminated by the Company for cause.

  178. Non-Qualified Deferred Compensation Plan

    | | No Change in Control | | | Change in Control | | | Name | Involuntary Termination(a) | Death or Disability | Retirement | No Termination | Involuntary Termination in connection with a change in control(b) | | Chris Cocks | | | | | | | Cash Severance | $7,500,000 | $0 | $0 | $0 | $7,500,000 | | FY 2023 Bonus | $1,944,000 | $1,944,000 | $0 | $0 | $1,944,000 | | Pension | $0 | $0 | $0 | $0 | $0 | | Other Benefits(c) | $62,897 | $0 | $0 | $0 | $62,897 | | Accelerated Equity(d) | $6,925,213 | $6,925,213 | $0 | $0 | $10,954,515 | | Total Incremental Benefits | $16,432,110 | $8,869,213 | $0 | $0 | $20,461,412 | | Gina Goetter | | | | | | | Cash Severance | $1,000,000 | $0 | $0 | $0 | $4,000,000 | | FY 2023 Bonus | $0 | $0 | $0 | $0 | $0 | | Pension | $0 | $0 | $0 | $0 | $0 | | Other Benefits(c) | $44,328 | $0 | $0 | $0 | $44,328 | | Accelerated Equity(d) | $0 | $0 | $0 | $0 | $3,396,205 | | Total Incremental Benefits | $1,044,328 | $0 | $0 | $0 | $7,440,533 |

  179. Non-Qualified Deferred Compensation Plan

    | | No Change in Control | | | Change in Control | | | Name | Involuntary Termination(a) | Death or Disability | Retirement | No Termination | Involuntary Termination in connection with a change in control(b) | | Cynthia Williams | | | | | | | Cash Severance | $675,000 | $0 | $0 | $0 | $2,362,500 | | FY 2023 Bonus | $0 | $0 | $0 | $0 | $0 | | Pension | $0 | $0 | $0 | $0 | $0 | | Other Benefits(c) | $38,911 | $0 | $0 | $0 | $38,911 | | Accelerated Equity(d) | $0 | $1,433,554 | $0 | $0 | $3,328,550 | | Total Incremental Benefits | $713,911 | $1,433,554 | $0 | $0 | $5,729,961 | | Tim Kilpin | | | | | | | Cash Severance | $850,000 | $0 | $0 | $0 | $2,975,000 | | FY 2023 Bonus | $0 | $0 | $0 | $0 | $0 | | Pension | $0 | $0 | $0 | $0 | $0 | | Other Benefits(c) | $38,879 | $0 | $0 | $0 | $38,879 | | Accelerated Equity(d) | $0 | $243,207 | $0 | $0 | $2,780,728 | | Total Incremental Benefits | $888,879 | $243,207 | $0 | $0 | $5,794,607 | | Tarrant Sibley | | | | | | | Cash Severance | $650,000 | $0 | $0 | $0 | $2,275,000 | | FY 2023 Bonus | $0 | $0 | $0 | $0 | $0 | | Pension | $0 | $0 | $0 | $0 | $0 | | Other Benefits(c) | $44,009 | $0 | $0 | $0 | $44,009 | | Accelerated Equity(d) | $0 | $1,012,281 | $0 | $0 | $2,244,189 | | Total Incremental Benefits | $694,009 | $1,012,281 | $0 | $0 | $4,563,198 |

  180. Non-Qualified Deferred Compensation Plan

    | (a) “Involuntary Termination” not in a change in control scenario means termination by the Company without Cause. |

  181. Non-Qualified Deferred Compensation Plan

    | (b) “Involuntary Termination” in a change of control scenario means termination by the Company without Cause or termination by the executive for Good Reason. |

  182. Non-Qualified Deferred Compensation Plan

    | (c) Other benefits include the Company’s cost of continued health and welfare benefits coverage and outplacement services. |

  183. Non-Qualified Deferred Compensation Plan

    | (d) Includes the value of accelerated equity awards pursuant to the terms of the plan, award agreement or individual employment or change in control agreement, as applicable, and summarized below. For awards whose vesting is based on actual performance, the calculations assume a target level of performance is achieved. |

  184. Non-Qualified Deferred Compensation Plan

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

  185. Non-Qualified Deferred Compensation Plan

    The Company provides post-employment benefits through broad-based programs as well as individual agreements for certain executives. Benefits provided through each of the following programs are summarized below and the value of these benefits in various situations is included in the preceding tables.

  186. Non-Qualified Deferred Compensation Plan

    | • | Hasbro Equity Incentive Plans |

  187. Non-Qualified Deferred Compensation Plan

    | • | Hasbro Severance Benefits Plan |

  188. Non-Qualified Deferred Compensation Plan

    | • | Employment Agreement with Chris Cocks |

  189. Non-Qualified Deferred Compensation Plan

    | • | Offer Letters with Gina Goetter and Tim Kilpin |

  190. Non-Qualified Deferred Compensation Plan

    | • | Transitional Advisory Services Agreement with Deborah Thomas |

  191. Non-Qualified Deferred Compensation Plan

    | • | Employment Agreement with Eric Nyman |

  192. Non-Qualified Deferred Compensation Plan

    | • | Change in Control Severance Plan for Designated Senior Executives |

  193. Non-Qualified Deferred Compensation Plan

    | Benefits Under Hasbro Equity Incentive Plans |

  194. Non-Qualified Deferred Compensation Plan

    The executive officers of the Company and certain of the Company’s other employees have received outstanding equity awards, in the form of stock options, restricted stock units and/or performance share awards, under the 2003 Plan. Unless modified by the individual employment agreements or equity grant agreements entered into between the Company and an executive officer, all equity awards (including stock options, restricted stock grants, deferred restricted stock units and performance share awards) under all of the Company’s equity incentive plans are subject to the post-termination provisions which are summarized below, based on the type of termination or the occurrence of a change of control.

  195. Treatment Following Various Terminations of Employment

    | CEO Pay Ratio |

  196. Treatment Following Various Terminations of Employment

    | Pay Versus Performance |

  197. Approval

    Approval Although the vote is non-binding, the Board of Directors and Compensation Committee of the Company will carefully consider the results of this vote in connection with their ongoing evaluation, and establishment, of the Company’s compensation arrangements and programs for the Company’s Named Executive Officers. The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote at the Annual Meeting on this shareholder advisory vote is required for approval of the resolution. Abstentions are considered shares entitled to vote on the proposal, and as such, abstentions are the equivalent of a vote against the proposal. In contrast, broker non-votes are not counted as present and entitled to vote on the proposal for purposes of determining if the proposal receives an affirmative vote of a majority of the shares present and entitled to vote. Proposal to Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2024 Fiscal Year (Proposal 3)

  198. Approval

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF KPMG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2024. |

  199. Approval

    The Audit Committee has selected KPMG LLP (“KPMG”), independent registered public accounting firm, to perform the integrated audit of the consolidated financial statements and effectiveness of internal control over financial reporting of the Company for the fiscal year ending December 29, 2024 (“Fiscal 2024”), and the Company’s Board has ratified this selection. A representative of KPMG is expected to be present at the Annual Meeting, will have the opportunity to make a statement if so desired, and will be available to respond to appropriate questions. The Board is submitting the selection of KPMG as the Company’s independent registered public accounting firm for Fiscal 2024 to the shareholders for their ratification. The Audit Committee of the Board bears the ultimate responsibility for selecting the Company’s independent registered public accounting firm and makes the selection it deems best for the Company and the Company’s shareholders. As such, the failure by the shareholders to ratify the selection of the independent registered public accounting firm made by the Audit Committee will not require the Audit Committee to alter its decision. Similarly, ratification of the selection of KPMG as the independent registered public accounting firm does not limit the Committee’s ability to change this selection in the future if it deems appropriate. The Report of the Audit Committee following this proposal contains a discussion of the factors considered by the Audit Committee in selecting the independent registered public accounting firm. In connection with submitting the selection of KPMG as the Company’s independent registered public accounting firm for Fiscal 2024 to the shareholders for their ratification the Audit Committee notes:

  200. Approval

    | • | The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee has appointed KPMG LLP as the Company’s independent external auditor for Fiscal 2024. |

  201. Approval

    | • | Peat, Marwick, Mitchell & Co. was retained by the Company as its external auditor and issued an auditors’ report in connection with the Company’s initial public offering of stock in 1968. KPMG was formed in 1987 when Peat Marwick International and Klynveld Main Goerdeler merged along with their respective member firms. As such, KPMG, or a predecessor firm of KPMG, has been retained as the Company’s external auditor since at least 1968. |

  202. Approval

    | • | In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external audit firm. Among other things, the Audit Committee considers the importance of the external audit firm’s understanding our business, the firm’s expertise and qualifications, external audit firms we retain for other company purposes, such as M&A, tax and other advisory services, and firms retained by our competitors. |

  203. Approval

    | • | In conjunction with the mandated rotation of KPMG’s lead engagement partner for the Company, the Audit Committee and its Chair are involved in reviewing and considering the selection of the replacement lead engagement partner. |

  204. Approval

    | • | The members of the Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s external auditor is in the best interests of the Company and its investors. |

  205. Approval

    Approval The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote at the Annual Meeting on the ratification of the selection of KPMG is required for approval. Abstentions are considered shares entitled to vote on the proposal and as such abstentions are the equivalent of a vote against the proposal. Report of the Audit Committee of the Board of Directors The Audit Committee is comprised solely of non-employee directors, each of whom has been determined by the Board to be independent under the Company’s Standards for Director Independence and the requirements of The NASDAQ Stock Market’s corporate governance listing standards. All members of our Audit Committee during 2023 possessed significant financial, business and accounting expertise.

  206. Approval

    | • | Mr. Jorgensen, Chair of the Committee, has served in senior executive positions with leading digital gaming and technology companies, including as Chief Financial Officer of Electronic Arts Inc. and PayPal Holdings, Inc., and has over 40 years of experience in finance across other industries. |

  207. Approval

    | • | Ms. Cochran joined the Madrona Venture Group as a partner in 2017 and became Managing Director in 2018. Prior to that, Ms. Cochran served in senior finance positions with several companies, most recently as Chief Financial Officer of King Digital Entertainment plc from 2013 to 2016, and as Chief Financial Officer of Clearwire, Inc. prior to that. |

  208. Approval

    | • | Ms. Leinbach served as Executive Vice President and Chief Financial Officer of Ryder System, Inc. from 2003 to 2006. Prior thereto her twenty-one year career with Ryder included multiple senior operating and financial roles, including service as controller and chief financial officer of several of Ryder’s subsidiaries. |

  209. Approval

    | • | Ms. Zecher Higgins has over thirty-five years of business and operating experience across a number of companies and industries, including in her role as President and Chief Executive Officer of Houghton Mifflin Harcourt Company from 2011 to 2016, and as Chief Executive Officer and Managing Partner of the Barkley Group from 2017 to 2023. Ms. Zecher Higgins currently serves as Chief Executive Officer of IronNet, Inc. |

  210. Approval

    The Audit Committee operates under a written charter, which is available on the Company’s website at https://hasbro.gcs-web.com/corporate-governance. Under the charter, the Audit Committee’s primary purpose is to:

  211. Approval

    | • | Appoint the independent registered public accounting firm (hereafter referred to as the independent auditors) and oversee the independent auditors’ work; and |

  212. Approval

    | • | Assist the Board in its oversight of the: |

  213. Approval

    | ○ | Integrity of the Company’s consolidated financial statements and financial reporting; |

  214. Approval

    | ○ | Company’s compliance with legal and regulatory requirements; |

  215. Approval

    | ○ | Company’s system of internal controls; |

  216. Approval

    | ○ | Company’s significant financial and other risks and exposures; |

  217. Approval

    | ○ | Independent auditors’ qualifications and independence; and |

  218. Approval

    | ○ | Performance of the Company’s internal audit function and independent auditors. |

  219. Approval

    In carrying out these responsibilities the Audit Committee reviews all earnings releases and quarterly and annual financial reports prepared by management, and discusses such releases and reports with management, prior to their issuance and filing with the SEC. The Audit Committee supervises the relationship between the Company and the independent auditors and has direct responsibility for the appointment and compensation of the independent auditors, as well as for reviewing and approving the scope of the audit and all audit and permitted non-audit services. The Committee met eleven (11) times during 2023. Many of the Committee’s meetings include executive sessions in which the Committee meets separately with the independent auditors, the Company’s head of internal audit and with other members of the Company’s management. As part of its oversight function, the Audit Committee discusses with the Company’s internal auditor and independent auditors, with and without management present, the overall scope and plans for their respective audits, and the Committee approves such audit plans. The Audit Committee reviews the Company’s programs and key initiatives to implement and maintain effective internal controls over financial reporting and disclosure controls, including the Company’s code of conduct. The Audit Committee maintains procedures for receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters, as well as a policy regarding the hiring of former employees of the independent auditor. The Audit Committee assists the Board in risk oversight for the Company by reviewing and discussing with management, internal auditors, internal legal and compliance personnel and the independent auditors the Company’s significant financial and other risks and exposures, and guidelines and policies relating to enterprise risk assessment and risk management, including the Company’s procedures for monitoring and controlling such risks. The Audit Committee meets with the Company’s head of internal audit, and with the independent auditors, with and without management present, to discuss the results of their audits, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. The Audit Committee reviews and discusses with management and the independent auditors all annual and quarterly consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations prior to their filing with the SEC. The Audit Committee also discusses with management, on a quarterly basis, management’s evaluation of the Company’s internal controls over financial reporting and disclosure controls. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. In selecting the independent auditor the Audit Committee reviews the recent and historical performance of the current independent auditors and their expertise and capability in handling the types and breadth of issues facing the Company and the geographic reach of the Company’s business, discusses with management their view on the performance of the auditor, reviews and discusses the results of the most recent Public Company Accounting Oversight Board (United States) (PCAOB) and peer reviews of the current independent auditor, as well as any significant regulatory or legal proceedings involving the independent auditor, considers the tenure of the independent auditors, including the benefits from knowledge gained by the auditors of the Company’s business over time, reviews the reasonableness of the independent auditors’ fees, discusses alternate potential choices for independent auditor and considers the relative merits of retaining the current independent auditor as compared to appointing another independent auditor. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a rotation of the independent audit firm. Among other things, the Audit Committee considers the importance of the external audit firm’s understanding of our business, the firm’s expertise and qualifications, external audit firms we retain for other company purposes, such as M&A, tax and other advisory services, and firms retained by our competitors. The Audit Committee is directly responsible for approving the fees of the independent auditors and in doing so they review fee benchmarking information regarding audit and non-audit fees paid by multinational companies which are comparable in terms of size, complexity, and type of financial and accounting issues to the Company. When the audit engagement partner is due to rotate off the Company’s audit team following five years of service, such as was the case for fiscal year 2023, the Audit Committee and its Chair will meet with the potential candidates within the independent auditors to replace the audit engagement partner and the Committee is involved in reviewing and considering the selection of the audit engagement partner to ensure the Company receives the highest quality replacement. While the Audit Committee selects the independent auditors and oversees their work, the independent auditors are responsible for performing an independent integrated audit of the Company’s consolidated financial statements and effectiveness of internal control over financial reporting and issuing an opinion as to whether the consolidated financial statements conform with accounting principles generally accepted in the United States of America and an opinion as to the effectiveness of internal control over financial reporting. The Audit Committee has reviewed and discussed with management and the independent auditors the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023 and the Company’s report on the effectiveness of internal controls over financial reporting as of December 31, 2023, as well as the independent auditors’ audit of those financial statements and the Company’s internal controls over financial reporting. The Audit Committee has also reviewed and discussed with the independent auditors the matters required to be discussed by the PCAOB and the SEC. In addition, the Audit Committee discussed with the independent auditors the audit and permitted non-audit services they provide to the Company and any other matters that might impact their independence from management, the Audit Committee has determined that the approved non-audit services being provided by the independent auditor do not impact the auditor’s independence, and the Audit Committee has received from the independent auditors the written disclosures and letters required by the applicable requirements of the PCAOB. Based on its review and discussions with management and the independent auditors referred to in the preceding paragraph and the other oversight actions discussed above, the Audit Committee recommended to the Board and the Board approved the inclusion of the audited consolidated financial statements for the fiscal year ended December 31, 2023 in the Company’s Annual Report on Form 10-K for filing with the SEC. The Audit Committee has also selected, and the Board has approved the selection of, KPMG LLP as the independent auditor for fiscal 2024. Report issued by the members of the Audit Committee as of the 2023 fiscal year end. Blake J. Jorgensen (Chair) Hope F. Cochran Tracy A. Leinbach Linda Zecher Higgins Additional Information Regarding Independent Registered Public Accounting Firm

  220. Approval

    The following table presents fees for professional audit services rendered by KPMG LLP for the integrated audits of the Company’s annual consolidated financial statements and effectiveness of internal control over financial reporting for fiscal 2023 and 2022, as well as fees for other services rendered by KPMG to the Company during fiscal 2023 and 2022.

  221. Approval

    | | 2023 | 2022 | | Audit Fees(1) | $7,192,000 | $7,701,000 | | Audit-Related Fees(2) | $1,301,000 | $162,000 | | Tax Fees(3) | $932,000 | $1,238,000 | | All Other Fees(4) | $834,000 | — | | Total Fees | $10,259,000 | $9,101,000 |

  222. Approval

    | (1) Audit Fees consist of services related to the integrated audit of the Company’s consolidated financial statements and effectiveness of internal control over financial reporting. Audit fees also include consultations on accounting and reporting matters, as well as services generally only the independent auditor can reasonably be expected to provide, such as statutory audits and services in connection with filings with the SEC. |

  223. Approval

    | (2) Audit-Related Fees consist of fees for audits of financial statements of employee benefit plans, audits of carve-out financial statements in connection with the sale of the eOne film and television business, accounting and reporting consultations, and agreed upon procedures reports. |

  224. Approval

    | (3) Tax Fees consist primarily of fees for tax compliance services, such as assistance with the preparation and/or review of tax returns and other required filings, advice in connection with tax examinations, as well as fees for other tax consultations rendered to the Company. |

  225. Approval

    | (4) Represents fees associated with due diligence performed in connection with the sale of the eOne Film and TV business. |

  226. Approval

    | Policy on Audit Committee Pre-Approval of Audit Services and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm |

  227. Approval

    Consistent with the rules and regulations of the SEC regarding auditor independence, the Audit Committee has responsibility for appointing, approving compensation for and overseeing the services of the independent registered public accounting firm (hereafter referred to as the independent auditors). In fulfilling this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services to be provided by the independent auditors. Prior to engagement of the independent auditor for the fiscal year, management of the Company submits to the Audit Committee for the Audit Committee’s pre-approval:

  228. Approval

    | • | A description of, and estimated costs for, the proposed audit services to be provided by the independent auditors for that fiscal year. |

  229. Approval

    | • | A description of, and estimated costs for, the proposed non-audit services to be provided by the independent auditors for that fiscal year. These non-audit services are comprised of permissible audit-related, tax and other services, and descriptions and estimated costs are proposed for these permissible non-audit services. |

  230. Approval

    Audit and permissible non-audit services which are pre-approved by the Audit Committee pursuant to this review may be performed by KPMG during the fiscal year. During the course of the year, management periodically reports to the Audit Committee on the audit and non-audit services which are being provided to the Company pursuant to these pre-approvals. In addition to pre-approving all audit and permissible non-audit services at the beginning of the fiscal year, the Audit Committee has also instituted a procedure for the consideration of additional services that arise during the course of the year for which the Company desires to retain KPMG. Pre-approval of such services can be made either pursuant to a policies and procedures approach, or pursuant to specific approval. Under a policies and procedures approach, the Audit Committee has specified that additional services in the following categories can be undertaken by KPMG if they fall within the individual dollar limits per project and aggregate dollar limits for all projects of that type per year set forth below and are reported to the Audit Committee at its next meeting:

  231. Approval

    | Category of Service | Individual Limit | Aggregate Limit | | Accounting/Reporting Advice | $5,000 | $15,000 | | Other Audit-related services | $5,000 | $15,000 | | Tax Compliance | $20,000 | $50,000 | | Tax Advice | $25,000 | $50,000 | | Customs and VAT | $10,000 | $25,000 |

  232. Approval

    For additional projects that do not fall within the policies and procedures limits set forth above, those projects can be specifically pre-approved by the Audit Committee in the following manner. For individual projects with estimated fees of $75,000 or less which have not previously been pre-approved by the Audit Committee, the Chair of the Audit Committee is authorized to pre-approve such services. The Chair of the Committee reports any services which are pre-approved in this manner to the full Audit Committee at its next meeting. Any proposed additional projects with an estimated cost of more than $75,000 must be pre-approved by the full Audit Committee prior to the engagement of KPMG. Proposal to Approve Amendments to the Restated 2003 Stock Incentive Performance Plan (Proposal 4)

  233. Approval

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENTS TO THE 2003 PLAN. |

  234. Approval

    In March 2024, upon the recommendation of the Compensation Committee of the Board, the Board of Directors adopted, subject to shareholder approval, the Fourth Amendment (the “Fourth Amendment”) to the Company’s Restated 2003 Stock Incentive Performance Plan, as amended (the “2003 Plan”). A copy of the Fourth Amendment is attached to this Proxy Statement as Appendix C. The Board further directed that the Fourth Amendment be submitted to the shareholders of the Company for their consideration at the Annual Meeting and the Board recommends that shareholders approve the Fourth Amendment. Specifically, you are being asked to approve an amendment to the 2003 Plan to increase the number of shares available for issuance under the 2003 Plan by 1,100,000 shares and to eliminate the current restriction under the 2003 Plan limiting the number of full value shares that may be issued under the 2003 Plan (collectively, the “Amendments”). Our Board believes that it is critical that the shareholders approve the Fourth Amendment, so that the Company will continue to have the ability to grant equity awards under the 2003 Plan to attract, retain and motivate key officers, employees and directors, and to utilize awards under the 2003 Plan to provide variable performance-based compensation that aligns the interests of those persons with shareholders and appropriately rewards those persons for contributing to the success of the Company and the delivery of strong performance to you, the Company’s owners. This is particularly important as the Company continues its transformation efforts and executes on its business strategy. Based on our historical rate of issuing equity awards, we believe that approval and adoption of the Fourth Amendment will give us the flexibility needed to make stock-based grants and other awards permitted under the 2003 Plan for approximately an additional one to two years. However, the actual duration of the shares reserve will depend on currently unknown factors, such as changes in participation and headcount, future grant practices, award levels, competitive market practices, acquisitions and divestitures, forfeiture rates, and the Company’s stock price. Our Board also believes that the current restriction limiting the number of full value shares that may be issued under the Plan is not appropriate anymore given the decision to remove stock options from the mix of equity awards expected to be granted in the future. The Board also believes that this limitation is not aligned with applicable market practices at this time. Of the remaining 2,073,028 shares available for issuance under the 2003 Plan as of March 20, 2024, only 1,615,394 shares (assuming performance shares were to payout at maximum) would be available to issue for full value awards absent the removing of this restriction. If the Amendments are approved, 3,173,028 shares (inclusive of the additional 1,100,000 shares being requested) would be available for future grant of full value awards. Our Board unanimously recommends that the shareholders approve the Amendments to the 2003 Plan because it believes that providing equity incentives and a proprietary interest in the growth and performance of the Company to key personnel will advance the interests of the Company by further aligning the interests of award recipients with those of shareholders, and by tying the realization of key compensation elements for individuals who contribute significantly to the Company’s performance with the performance of the Company and increases in the value of the Company’s stock.