Christian P. Cocks
HASBROAbout Christian P. Cocks
Christian P. “Chris” Cocks, 51, has served as Hasbro’s Chief Executive Officer and a director since February 25, 2022, after leading the Wizards of the Coast and Digital Gaming segment and previously spending 14 years at Microsoft in senior roles including VP, OEM Technical Sales and product leadership at Xbox Games . Under his leadership, Wizards’ revenue more than doubled and surpassed $1B in 2021, demonstrating execution in digital and tabletop gaming scale-up . For 2024, Pay-versus-Performance shows CEO SCT total pay of $16.84M vs “compensation actually paid” (CAP) of $16.24M, company TSR of $65.09, GAAP net income of $385.6M, and revenue of $4.136B; 2023 reflected a turnaround year with TSR $55.93, GAAP net loss of $(1.489)B and revenue of $5.003B . Hasbro’s 2025 proxy highlights record company-wide adjusted operating margin exceeding 20% in 2024, led by Wizards and MAGIC: THE GATHERING momentum, while consumer products revenue declined in line with expectations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hasbro – Wizards of the Coast & Digital Gaming | President | 2016–2021 | Drove segment growth; revenue more than doubled, surpassing $1B in 2021 . |
| Hasbro – Wizards of the Coast & Digital Gaming | President & COO | 2021–Feb 2022 | Prepared business for greater digital scaling prior to CEO appointment . |
| Hasbro, Inc. | Chief Executive Officer | Feb 25, 2022–present | CEO and director appointment effective Feb 25, 2022 . |
| Microsoft | VP OEM Technical Sales; product/marketing leadership (MSN/Xbox) | 14 years (dates not disclosed) | Led global sales/technical engagement; worked on Halo and Fable franchises . |
External Roles
- Other current public company boards: None disclosed; former public company boards in past five years: None disclosed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,257,692 | 1,500,000 | 1,500,000 |
| Target Bonus % of salary | 150% (per CEO Employment Agreement) | 150% (later reviewed) | 175% (raised via Amended Employment Agreement, May 22, 2024) |
| Annual Incentive Paid ($) | 0 | 1,944,000 | 4,429,688 |
| Target LTI (% of salary) | 500% initial | 700% after 2023 review | 700% for 2024 |
| Perquisites (select) | Financial planning up to $25k | Financial planning up to $25k | Financial planning up to $25k; $125k annual travel stipend replacing reimbursement |
Notes:
- 2024 Amended Employment Agreement increased target annual incentive to 175% of salary; LTI target remained subject to periodic review and was 700% for 2024 .
- Hasbro discloses rigorous stock ownership/retention and anti-hedging/pledging policies (see Equity Ownership section) .
Performance Compensation
| Element | Metric/Structure | Target | Actual/Status | Vesting |
|---|---|---|---|---|
| 2023 Performance Share Units (PSUs) | Cumulative diluted EPS, Avg ROIC, with relative TSR modifier (3-year period: FY2023–FY2025) | 47,060 target shares; max 235,300 | FY21–FY23 PSU outcome (separate program) paid at 81% of target; illustrates calibration rigor | PSUs cliff settle after performance period (FY23–FY25) |
| 2023 RSUs | Time-based | 47,060 units | Time-based only | Vest in three equal annual installments from grant date (2/24/2023) |
| 2023 Options | Time-based, 7-year term, at-market strike ($55.78) | 235,216 options | Time-based only | Vest in three equal annual installments from grant date (2/24/2023) |
| 2024 Equity Mix | PSUs/RSUs (no options in 2024 SCT) | $10,500,024 stock awards (grant date FV) | PSU maximum for 2024 cohort: 250% of target (with TSR modifier) | Company standard vesting (RSUs over 3 years; PSUs over 3 years) |
Pay-versus-Performance (Company-level indicators used in alignment analysis):
| Indicator | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CEO SCT Total ($) | 9,443,047 | 15,110,869 | 16,841,413 |
| CEO CAP ($) | 3,460,022 | 14,122,972 | 16,242,609 |
| TSR (HAS) (value of $100) | 60.60 | 55.93 | 65.09 |
| GAAP Net Income ($) | 203,500,000 | (1,489,300,000) | 385,600,000 |
| Revenue ($) | 5,856,700,000 | 5,003,326,000 | 4,135,500,000 |
Vesting/realization cadence (potential selling pressure indicator):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Shares acquired on vesting (#) | 26,597 | 34,833 |
| Value realized on vesting ($) | 1,511,356 | 1,766,009 |
| Options exercised (#) | 0 | 0 |
Equity Ownership & Alignment
| Component (as of Mar 12, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (# shares) | 484,467 (less than 1% of class) |
| Shares outstanding (denominator) | 139,893,195 (for % calc) |
| Computed ownership % | ~0.35% (484,467 / 139,893,195) |
| Included in beneficial ownership: options exercisable within 60 days | 299,595 |
| Included in beneficial ownership: unvested RSUs (incl. accruals) | 88,404 |
| Implied owned common (beneficial minus options and RSUs) | ~96,468 (derived) |
Outstanding awards snapshot (select; at FY 2024 year-end per 2025 proxy):
- Options (examples): 65,863 exercisable/32,926 unexercisable @ $94.89 expiring 2/24/2029; 78,422 exercisable/156,794 unexercisable @ $55.78 expiring 2/23/2030; plus smaller prior grants with expirations 2025–2028 .
- Unvested time-based RSUs: multiple tranches outstanding (e.g., 7,441; 34,067; 105,027 units) as of FY-end .
- Unearned PSUs outstanding: multiple cohorts (e.g., 7,598; 102,230; 105,027 target units) as of FY-end .
Ownership policy and risk mitigants:
- CEO stock ownership guideline: 6x base salary (increased from 5x in prior year); NEOs 3x; five-year compliance window. All NEOs compliant or within window at FY2024 year-end .
- 50% net-share retention from vesting/exercise until guideline met .
- Anti-hedging and anti-pledging policy for all directors and officers .
- Strong clawback policy; no tax gross-ups; double-trigger CIC provisions for equity .
Employment Terms
| Term | Detail |
|---|---|
| Appointment/effective date | CEO and director effective Feb 25, 2022 . |
| Agreement term | Amended & Restated Employment Agreement effective May 22, 2024; term through Dec 31, 2027; auto-renews for 1-year periods unless 60-day notice; company non-renewal counts as termination without Cause . |
| Target bonus | Raised from 150% to 175% of salary in 2024 amendment . |
| Target LTI | Reviewed periodically; 700% for FY2024 . |
| Severance (CIC within 24 months) | Lump sum 3x (salary + target bonus) plus pro-rata bonus (at target), COBRA premiums up to 24 months, accel of unvested options/RSUs and PSUs vest at target for full period . |
| Severance (non-CIC termination without Cause/for Good Reason) | 24 months of salary; 2x target bonus (paid over 24 months); pro-rata bonus (based on actual performance); COBRA premiums up to 24 months; options/RSUs accelerate; PSUs pro-rata for time served and pay on schedule . |
| Severance (post-term non-renewal) | 18 months of salary; 1.5x target bonus (over 18 months); COBRA premiums up to 18 months; pro-rata bonus; PSUs pro-rata per schedule; other equity per award terms . |
| Death/Disability | Pro-rata bonus; options/RSUs accelerate; options 1-year post-termination exercise; PSU proration (disability) or time-weighted target shares (death) . |
| Post-employment restrictions | Non-compete and non-solicit provisions . |
| Definitions alignment | “Cause” and “Good Reason” definitions standardized irrespective of CIC timing in 2024 amendment . |
Board Service and Governance
- Board service: Director since 2022; currently CEO and director; not independent (only non-independent nominee) .
- Committee roles: None (CEO-director; committees composed of independent directors) .
- Board leadership: Roles of Chair and CEO are separated; Chair is independent (Richard S. Stoddart). If Chair were not independent, Board would appoint a Lead Independent Director .
- Dual-role implications: CEO-director, but separation of chairmanship and fully independent key committees mitigate concentration of power and preserve oversight .
Director/Executive Compensation Summary (CEO)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 1,257,692 | 1,500,000 | 1,500,000 |
| Bonus ($) | 0 | 0 | 0 |
| Stock Awards ($) | 5,625,079 | 7,875,020 | 10,500,024 |
| Option Awards ($) | 2,246,689 | 3,086,034 | 0 |
| Non-Equity Incentive ($) | 0 | 1,944,000 | 4,429,688 |
| All Other Compensation ($) | 312,466 | 705,815 | 411,701 |
| Total ($) | 9,443,047 | 15,110,869 | 16,841,413 |
Compensation Structure Analysis
- Increased at-risk pay and equity tilt: CEO LTI target moved from 500% (2022 entry) to 700% (2023 review and FY2024), indicating a greater alignment with long-term performance and peer median equity levels .
- Higher annual incentive target: Target bonus increased from 150% to 175% in 2024 amendment, raising variable cash exposure tied to annual performance .
- Shift away from options in 2024: No option awards in 2024 SCT vs sizable option grants in 2022–2023; stock awards (PSUs/RSUs) dominated 2024 equity ($10.5M), reducing levered risk and increasing realizable value sensitivity to performance vesting .
- Performance rigor: PSU design emphasizes 3-year EPS/ROIC with TSR modifier; FY21–FY23 PSU payout at 81% supports calibration and avoids windfalls .
- Governance safeguards: Strong clawback, no tax gross-ups, double-trigger equity vesting under CIC, ownership/retention rules, and anti-hedging/pledging policies .
Employment & Change-in-Control Economics
| Scenario | Cash Multiple | Equity Treatment | Benefits |
|---|---|---|---|
| CIC termination (within 24 months) | 3x (salary + target bonus) lump sum; pro-rata bonus at target | Options/RSUs accelerate; PSUs vest at target for full period | COBRA up to 24 months |
| Non-CIC w/o Cause or for Good Reason | 24 months salary + 2x target bonus (over 24 months); pro-rata bonus (actual) | Options/RSUs accelerate; PSUs pro-rata for time served; settle on schedule | COBRA up to 24 months |
| Non-renewal at term end | 18 months salary + 1.5x target bonus (over 18 months); pro-rata bonus | PSUs pro-rata; other equity per award terms | COBRA up to 18 months |
Risk Indicators & Alignment Notes
- Insider selling pressure: 0 options exercised in 2023–2024; regular RSU/PSU vesting occurred (26,597 shares in 2023; 34,833 in 2024). Net-share retention and ownership requirements mitigate immediate selling pressure from vesting .
- Hedging/pledging: Prohibited, reducing misalignment risk .
- Non-compete/non-solicit and multi-year equity reduce near-term retention risk .
Board Governance (Committee System and Independence)
- Independent committees: Audit, Compensation, and Nominating/Governance are fully independent; committee chairs report to the Board; charters posted publicly .
- Independence determination: Only CEO (Cocks) is non-independent; all other nominees independent under Nasdaq and company standards .
Investment Implications
- Pay-for-performance orientation is strengthening: 2024 equity mix favored PSUs/RSUs (no options), with 3-year EPS/ROIC and a TSR modifier; PSU max increased to 250% for 2024 grants, suggesting higher upside for outperformance and stronger alignment with shareholder returns .
- Retention is anchored by sizeable multi-year unvested equity and robust non-compete/non-solicit terms; lack of option exercises in 2023–2024 plus ownership/retention policies limit opportunistic selling and support continuity during transformation initiatives .
- Transaction dynamics: 2024 amendments increased CIC severance to 3x salary+target bonus and guarantee target-level PSU vesting upon a CIC termination, which may raise M&A transaction costs but provide stability through change events; outside a CIC, pro-rata PSU treatment avoids windfalls .
- Governance mitigants offset CEO/director dual role: Independent Chair, fully independent key committees, and strong compensation governance (clawback, no gross-ups, double-trigger equity) reduce agency risk .