Darin S. Harris
HASBROAbout Darin S. Harris
Independent director since 2024 (age 56) with CEO-level experience across franchised consumer services and restaurants; currently CEO of Goddard Systems, LLC (The Goddard School franchise system) since March 2025 and former CEO of Jack in the Box Inc. (June 2020–March 2025). At Hasbro, Harris serves on the Audit Committee (designated Audit Committee Financial Expert) and the Nominating, Governance & Social Responsibility (NGSR) Committee; Board service is as an independent director and part of a 2024–2025 board refresh focused on operating and digital gaming expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goddard Systems, LLC | Chief Executive Officer | March 2025–present | Leads franchised early education network; consumer services operations expertise |
| Jack in the Box Inc. | Chief Executive Officer | June 2020–March 2025 | Public company CEO; brand strategy and franchising leadership |
| IWG PLC (Regus North America) | CEO, North America | April 2018–May 2020 | Flexible workspaces; multi-unit operations |
| CiCi’s Enterprises LP | Chief Executive Officer | Aug 2013–Jan 2018 | Restaurant franchising; turnaround execution |
| Primrose Schools | Chief Operating Officer | Oct 2008–July 2013 | Operational scale-up in franchised education |
External Roles
| Company | Role | Tenure | Committee Positions |
|---|---|---|---|
| Jack in the Box Inc. | Director (former) | Past five years (not separately disclosed) | Not disclosed in HAS proxy |
Board Governance
- Independence: Harris is an independent director under Nasdaq and Hasbro’s Independence Standards .
- Committee assignments: Audit (member, Audit Committee Financial Expert), NGSR (member) .
- Attendance: In 2024, the Board held 11 meetings; all directors attended ≥75% of Board and applicable committee meetings .
- Committee activity levels (FY2024): Audit met 11x; NGSR met 6x .
- Outside board service policy: Board confirms nominees comply with over-boarding limits; CEOs of public companies constrained to one other board (not applicable to Harris currently) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $99,508 | Reflects pro-rated service after joining Board in 2024 and committee membership |
| Annual Base Board Cash Retainer (policy) | $95,000 | Standard annual base retainer for non-employee directors |
| Committee Member Retainers (policy) | Audit $20,000; NGSR $12,500 | Paid in addition to base retainer; chairs receive higher fees (Audit $40k; NGSR $20k) |
| Meeting Fees | $0 | No per-meeting fees paid in 2024 |
Performance Compensation
| Equity/Policy Item | Amount/Term | Notes |
|---|---|---|
| Stock Awards (FY2024 reported) | $201,923 | Includes annual grant and any cash deferrals into stock unit account plus 10% match |
| Standard Annual Director Stock Grant | $175,000 grant-date fair value | Issued each May; immediately vested; subject to ownership/retention guidelines |
| Deferred Compensation Plan Match (director deferrals) | 10% company match | Vests half in current year-end and half next year-end, subject to service |
| Stock Ownership Guideline (directors) | $475,000 holding requirement | Directors may not sell HAS shares until holdings ≥$475,000; retention thereafter |
| Options to Directors | $0 granted in 2024 | No stock options granted to non-employee directors in 2024 |
| Outstanding Director Stock Awards/Units (as of 12/29/2024, Harris) | Stock awards: 0; Stock units: 0 | Indicates no deferred director units as of FY-end |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | None disclosed for Harris |
| Former public boards | Jack in the Box Inc. (former) |
| Interlocks/overlaps | None disclosed with HAS competitors/suppliers/customers in proxy |
Expertise & Qualifications
- Executive leadership in franchising, consumer brands, and multi-unit operations; public-company CEO experience (Jack in the Box) .
- Skills aligned to Audit Committee (financial, business, and accounting expertise; designated Audit Committee Financial Expert) .
- Brand strategy, operations, sales, business development; transformation/turnaround experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Shares Outstanding Context |
|---|---|---|---|
| Darin S. Harris | 3,410 | <1% | 139,893,195 shares outstanding (as of Mar 12, 2025) |
- Anti-hedging/pledging: Company policy prohibits hedging or pledging of HAS stock by directors; enhances alignment with shareholders .
- Ownership guideline: Directors must hold ≥$475,000 in HAS stock before selling; individual compliance status not disclosed for Harris .
Governance Assessment
- Board effectiveness: Harris adds operational and franchising depth consistent with Hasbro’s “Playing to Win” strategy and board refresh; independent third-party board effectiveness assessment completed in 2024 supports governance enhancements .
- Committee strength: Audit oversight expanded to cybersecurity and data privacy; Harris serves on Audit and NGSR, with Audit meeting frequently (11x) and all members designated financial experts—positive for investor confidence .
- Pay/Alignment: Director pay mix is equity-heavy (stock awards > cash in FY2024 for Harris), combined with strict ownership and anti-hedging/pledging policies—favorable alignment signals .
- Conflicts/related-party: Proxy outlines robust review standards for related-person transactions; the section does not disclose any Harris-specific related-party transactions—low apparent conflict exposure based on proxy disclosures .
- Attendance/engagement: Board and committee attendance thresholds met by all directors; Harris’s committees are active and central to risk and governance oversight .
RED FLAGS: None disclosed for Harris in the proxy regarding related-party transactions, hedging/pledging, or attendance shortfalls; over-boarding policy compliance confirmed for all nominees .