Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer
On January 5, 2022, Hasbro, Inc. (the "Company" or "Hasbro") announced the
appointment of Chris Cocks as the Company's Chief Executive Officer and the
election of Mr. Cocks to the Company's Board of Directors (the "Board"), both
effective February 25, 2022. Mr. Cocks, age 48, currently serves as President of
Hasbro's Wizards of the Coast and Digital Gaming segment. He will succeed
Interim CEO, Richard Stoddart, who was appointed following the October 2021
passing of Hasbro's longtime CEO Brian Goldner. Mr. Stoddart, who has served as
a Hasbro independent director since 2014, will become Chair of the Board
effective on February 25, 2022.
The Company entered into an employment agreement with Mr. Cocks (the "Employment
Agreement") that provides for the following:
•Term. The term will commence February 25, 2022 (the "Commencement Date") and
extend until December 31, 2024 ("Employment Period"), unless earlier terminated
or extended in accordance with the provisions of the Employment Agreement.
•Compensation and Benefits.
•Base Salary. Mr. Cocks will be paid an annual base salary of $1,500,000.
•Management Incentive Plan Bonus. Mr. Cocks will be entitled to receive an
annual management incentive plan bonus, beginning with the Company's 2022 fiscal
year, with a target equal to 150% of his earned base salary.
•Long-Term Incentive. Mr. Cocks will be eligible to receive awards under the
Company's long-term equity incentive program with an annual target equal to 500%
of his annualized base salary.
•Severance.
•Mr. Cocks is eligible for severance in the event Hasbro terminates his
employment without Cause (as defined in the Employment Agreement) or if Mr.
Cocks resigns for Good Reason (as defined in the Employment Agreement).
•Upon Termination by Hasbro Without Cause, or by Mr. Cocks for Good Reason,
Within 24 Months Following a Change in Control. Mr. Cocks is eligible to receive
a lump sum payment equal to two times his then-current base salary, a lump sum
payment equal to two times his annual management incentive plan target bonus,
certain premium payments by Hasbro for continued medical and dental insurance
under COBRA for up to 24 months from the effective date of termination, and
accelerated vesting of (and lapse of restrictions on) all unexpired, unvested
stock options, performance share awards and time-based restricted stock units,
with performance share awards vesting at target for the full performance period
and a one-year exercise period for stock options.
•Upon Termination by Hasbro Without Cause, or by Mr. Cocks for Good Reason,
Prior to, or More than 24 Months Following, a Change in Control. Mr. Cocks is
eligible to receive (i) payment of an amount equal to his then-current base
salary for a period of 24 months, (ii) two times his then-current annual
management incentive plan target bonus payable in equal installments over a
period of 24 months, (iii) a pro-rated annual management incentive plan bonus
for the year in which the termination occurs, based on actual company
performance (a "Pro-Rata Bonus"), (iv) certain premium payments by Hasbro for
continued medical and dental insurance under COBRA for up to 24 months from the
effective date of termination, (v) accelerated vesting of (and lapse of
restrictions on) all unexpired, unvested stock options and time-based restricted
stock units and a one-year exercise period for stock options, and (vi) pro-rata
vesting of performance share awards, which will remain outstanding for their
performance periods and at the end of the applicable periods Mr. Cocks will
receive a pro-rata share (based on the portion of the performance periods that
had elapsed as of the date of termination of employment) of the actual number of
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shares earned under such awards based on company performance ("Pro-Rata PSA
Vesting"), payable at the end of the performance periods ("Pro-Rata PSA Vesting
Schedule").
•Following expiration of the term of the Employment Agreement, if Hasbro does
not offer to extend the term for at least an additional year on comparable terms
and conditions as those set forth in the Employment Agreement or the parties
cannot otherwise mutually agree upon the terms of an agreement for Mr. Cocks to
remain employed with Hasbro, then Mr. Cocks is eligible to receive (i) payment
of his then-current base salary for a period of 18 months following the date of
termination of employment, (ii) an amount equal to 1.5 times his target bonus,
payable in equal installments over an 18 month period from the effective date of
termination, (iii) certain premium payments by Hasbro for continued medical and
dental insurance under COBRA for up to 18 months from the effective date of
termination, (iv) a Pro-Rata Bonus for the year in which the date of termination
occurs, and (v) Pro-Rata PSA Vesting of performance share awards in accordance
with the Pro-Rata PSA Vesting Schedule. All outstanding equity awards other than
the performance share awards shall be treated in accordance with their terms,
without any forward vesting.
•If Mr. Cocks' employment terminates by reason of his death or Disability (as
defined in the Employment Agreement), Mr. Cocks (or his estate) is entitled to
receive the Pro-Rata Bonus, as well as accelerated vesting of (and lapse of
restrictions on) all unexpired, unvested stock options and time-based restricted
stock units and a one-year exercise period for stock options. In addition, if
the termination of employment is due to Disability, he will be entitled to
Pro-Rated PSA vesting pursuant to the Pro-Rata PSA Vesting Schedule based on
actual company performance over the periods. If the termination of employment is
due to death, Mr. Cocks' estate or beneficiaries shall be issued the number of
shares of common stock that is computed by multiplying: (i) the target number of
shares corresponding to 100% achievement of the performance metrics multiplied
by (ii) a fraction, the numerator of which is the number of days from the start
of the applicable performance period to the date of termination and the
denominator of which is the total number of days in the applicable performance
period.
•Post-Employment Restrictions. The Employment Agreement contains certain
post-employment restrictions on Mr. Cocks, including non-competition and
non-solicitation provisions.
A copy of the Company's press release announcing the appointment of Mr. Cocks is
filed herewith as Exhibit 99.1.
There are no family relationships between Mr. Cocks and any of the directors or
executive officers of the Company, and there are no transactions in which Mr.
Cocks has an interest requiring disclosure under Item 404(a) of Regulation S-K.
There is no arrangement or understanding between Mr. Cocks and any other person
pursuant to which Mr. Cocks was appointed as an officer or director of the
Company.
Appointment of President and Chief Operating Officer.
On January 5, 2022, the Company also announced the appointment of Eric Nyman as
President and Chief Operating Officer, effective February 25, 2022. Mr. Nyman,
49, joined Hasbro in 2003 and currently serves as Chief Consumer Officer and
Chief Operating Officer, Hasbro Consumer Products. Prior to his current role, he
has held a number of senior positions at Hasbro, including President of Hasbro
North America and General Manager and Senior Vice President of Marketing.
The Company entered into an employment agreement with Mr. Nyman (the "Letter
Agreement") that provides for the following:
•Term. The term of Mr. Nyman's employment as President and Chief Operating
Officer will commence February 25, 2022 (the "Effective Date") and extend until
December 31, 2023 ("Term"), unless earlier terminated or extended in accordance
with the provisions of the Letter Agreement.
•Compensation and Benefits.
•Base Salary. Beginning on the Effective Date, Mr. Nyman will be paid an annual
base salary of $1,100,000.
•Management Incentive Plan Bonus. Mr. Nyman will be entitled to receive an
annual management incentive plan bonus, beginning with the Company's 2022 fiscal
year, with a target equal to 100% of his earned base salary.
•Long-Term Incentive. Beginning with the Company's 2022 fiscal year, Mr. Nyman
will be eligible to receive awards under the Company's long-term equity
incentive program with an annual target equal to 400% of his annualized base
salary.
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•RSU Grant. In addition to the annual long-term incentive grant, in 2022, Mr.
Nyman will receive an additional grant in the form of a restricted stock unit
grant with a grant date value of $750,000 (the "RSU Grant"). The RSU Grant will
cliff vest on the last day of the Term if he remains employed with the Company
through the last day of the Term, subject to earlier vesting in the event of
death, disability, termination without cause or termination by him for Good
Reason.
•Treatment of Equity Awards. Except as otherwise provided in the Letter
Agreement, upon any termination of Mr. Nyman's employment, his outstanding
equity grants will be treated in accordance with their terms. However, if Mr.
Nyman's employment with the Company terminates after December 31, 2023 (the date
of such termination referred to as the "Date of Termination") any contingent
performance share awards (or other performance-based equity awards) then
outstanding and held by Mr. Nyman that were granted in either 2022 or 2023
(collectively the "2022/2023 Performance Awards") shall remain outstanding until
the end of the applicable performance periods (each a "Performance Period") and
following the end of the Performance Periods will receive a pro-rata portion of
any shares earned.
•Severance.
•Mr. Nyman is eligible for severance in the event Hasbro terminates his
employment without Cause (as defined in the Letter Agreement) or if Mr. Nyman
resigns for Good Reason (as defined in the Letter Agreement).
•Upon Termination by Hasbro Without Cause, or by Mr. Nyman for Good Reason,
Within 24 Months Following a Change in Control. Mr. Nyman is eligible to receive
a lump sum payment equal to two times his then-current base salary, a lump sum
payment equal to two times his annual management incentive plan bonus, certain
premium payments by Hasbro for continued medical and dental insurance under
COBRA for up to 12 months from the effective date of termination, accelerated
vesting of (and lapse of restrictions on) all unexpired, unvested stock options,
performance share awards and time-based restricted stock units, and a one-year
exercise period for stock options.
•Upon Termination by Hasbro Without Cause, or by Mr. Nyman for Good Reason,
Prior to, or More than 24 Months Following, a Change in Control. If such
termination occurs prior to or more than two years following a Change in Control
(as defined in the Letter Agreement), Mr. Nyman is eligible to receive payment
of his then-current base salary for a period of 18 months following the date of
termination, a pro-rated annual management incentive plan bonus, pro-rata
vesting of any restricted stock units and a pro-rata portion of any shares
earned under outstanding performance share awards, a one-year stock option
exercise period for vested options, and certain premium payments by Hasbro for
continued medical and dental insurance under COBRA for up to 18 months from the
effective date of termination.
•Following expiration of the term of the Letter Agreement, if Hasbro does not
offer to extend the term for at least an additional year on terms and conditions
at least as favorable as those set forth in the Letter Agreement or the parties
cannot otherwise mutually agree upon the terms of an agreement for Mr. Nyman to
remain employed with Hasbro, then Mr. Nyman is eligible to receive payment of
his then-current base salary for a period of 12 months following the date of
termination of employment and certain premium payments by Hasbro for continued
medical and dental insurance under COBRA for up to 12 months from the effective
date of termination.
•If Mr. Nyman's employment terminates by reason of his death or Disability (as
defined in the Letter Agreement), Mr. Nyman (or his estate) is entitled to
receive a pro-rated portion of Mr. Nyman's annual management incentive plan
bonus, and will become vested in a pro-rata portion of any unvested restricted
stock units and vested in a pro-rata portion of performance share awards, and
will receive accelerated vesting of all unexpired, unvested stock options and a
one-year stock option exercise period.
•Post-Employment Restrictions. The Letter Agreement contains certain
post-employment restrictions on Mr. Nyman, including non-competition and
non-solicitation provisions.
A copy of the Company's press release announcing the appointment of Mr. Nyman is
filed herewith as Exhibit 99.1.
There are no family relationships between Mr. Nyman and any of the directors or
executive officers of the Company, and there are no transactions in which Mr.
Nyman has an interest requiring disclosure under Item 404(a) of Regulation S-K.
There is no
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arrangement or understanding between Mr. Nyman and any other person pursuant to
which Mr. Nyman was appointed as an officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Hasbro, Inc. Press Release, dated January 5, 2022.
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