Frank D. Gibeau
HASBROAbout Frank D. Gibeau
Frank D. Gibeau, 56, is an independent director of Hasbro, Inc. (director since 2024). He is President of Zynga (a wholly‑owned label of Take‑Two Interactive) since May 2022, previously serving as Zynga’s CEO from 2016–2022, and earlier spent over two decades at Electronic Arts culminating as EVP of EA Mobile; his core credentials span digital gaming leadership, turnarounds, public company leadership, finance/internal controls, and strategy/product/brand building . He is currently a member of Hasbro’s Finance and Capital Allocation Committee; in 2024 he also served on the Cybersecurity and Data Privacy Committee (now subsumed under Audit oversight) . Board independence is affirmed in Hasbro’s proxy, and all directors met at least 75% attendance in 2024 with full attendance at the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zynga (Take‑Two) | President | May 2022–present | Led publishing/development label; extensive leadership in digital gaming . |
| Zynga, Inc. | Chief Executive Officer | 2016–2022 | Led turnaround and growth via live services and franchise portfolio optimization . |
| Electronic Arts | EVP, EA Mobile; prior senior roles | >20 years (prior to 2016) | Led strategy, product development, publishing for EA’s mobile games business . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YETI Holdings, Inc. | Director | Current | Audit Committee; Compensation Committee . |
| Zynga, Inc. | Director (former) | In past 5 years | Listed as a former public company board in past five years . |
Board Governance
- Independence: Independent director; listed as independent in director slate .
- Committees and roles:
- Finance & Capital Allocation Committee (member). Committee met 5 times in 2024; chaired by Hope Cochran (members included Gibeau, Jorgensen, Mahoney, West) .
- Cybersecurity & Data Privacy Committee (member in 2024 per 2024 proxy); as of 2025, cybersecurity oversight resides under the Audit Committee and the standing committees are Audit, Compensation & Talent, Finance & Capital Allocation, and Nominating, Governance & Social Responsibility .
- Attendance and engagement: Board held 11 meetings in 2024; all directors attended ≥75% of Board/committee meetings during their tenure and all attended the 2024 Annual Meeting .
- Years of service on Hasbro board: Since 2024 .
- Lead roles: No committee chair roles disclosed for Gibeau .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($ FV) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 87,408 | 201,923 | 0 | 289,331 |
Director retainer structure for 2024 (applies to all non‑employee directors; no per‑meeting fees):
| Component | Amount ($) |
|---|---|
| Annual Base Board Retainer | 95,000 |
| Committee Member – Finance & Capital Allocation (non‑chair) | 12,500 |
| Annual Equity Grant (grant date fair value) | 175,000 (immediately vested common stock; deferral available) |
Notes:
- Stock Awards column reflects the standard annual equity grant ($175,000), plus any amounts a director elected to defer from cash retainers into stock units and the Company’s 10% match on deferred amounts under the Deferred Compensation Plan for Non‑Employee Directors .
- No stock options were granted to non‑employee directors in 2024 .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑based components in director pay | None disclosed; director equity grants are immediately vested common stock; no performance metrics or options in 2024 . |
| Clawback / CIC | Director equity is granted under the 2003 Plan, which provides double‑trigger vesting upon change in control (awards vest only if a qualifying termination occurs after a CIC) . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| YETI Holdings, Inc. | Director; Audit and Compensation Committees | Current outside public board; no related‑party transactions with Hasbro disclosed . |
| Zynga, Inc. (former) | Former public company board | Former issuer role; no Hasbro related‑party items disclosed . |
Hasbro policy requires Board review/approval of any related‑party transactions; 2025 proxy reports no Section 16 filing delinquencies and describes the related‑party review framework (no Gibeau‑specific related‑party transactions disclosed) .
Expertise & Qualifications
- Executive leadership in digital gaming; significant turnaround experience; extensive public company leadership; accounting/finance/internal control experience; deep knowledge of corporate strategy, product development and brand building .
- Committee experience externally (YETI audit and compensation committees), relevant to financial oversight and human capital/compensation governance .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Class | As‑of Date |
|---|---|---|---|
| Frank D. Gibeau | 3,410 | <1% | March 12, 2025 |
Additional ownership and policy points:
- Outstanding deferred director equity/stock units for Gibeau as of Dec 29, 2024: 0 stock awards; 0 stock units (i.e., no deferred director shares/units outstanding at year‑end 2024) .
- Director stock ownership guideline: May not sell Hasbro shares until holdings reach at least $475,000 (5x annual board retainer). Directors can defer equity under the plan .
- Anti‑hedging and anti‑pledging: Company policy prohibits directors, officers, and employees from hedging or pledging Hasbro stock .
- Section 16 compliance: Company states all reporting persons complied with Section 16(a) in 2024 .
Governance Assessment
-
Strengths
- Independent director with highly relevant digital gaming and live‑services expertise aligned with Hasbro’s Wizards of the Coast & Digital Gaming growth vector .
- Finance & Capital Allocation Committee member—direct involvement in capital structure, allocation priorities, and significant transactions; committee met 5 times in 2024 .
- Board‑wide attendance strong in 2024 (≥75% for all directors) with full annual meeting attendance, indicating engagement .
- Robust director pay structure balancing cash/equity; no options; equity immediately vested but subject to meaningful ownership/retention guidelines; anti‑hedging/pledging in place .
- No Section 16 filing delinquencies; related‑party review framework disclosed; no Gibeau‑specific related‑party transactions reported .
-
Monitoring considerations
- Concurrent executive role as President of Zynga (Take‑Two) and service on YETI’s board increase time commitments; however, 2024 attendance thresholds were met across the board .
- Cybersecurity oversight shifted from a standalone committee (on which he served in 2024) to Audit in 2025; ensure continuity of his domain input via full‑board/Audit processes .
-
RED FLAGS
- None identified in Hasbro’s 2025/2024 proxies regarding attendance shortfalls, director‑specific pay anomalies, pledging/hedging, or disclosed related‑party transactions for Gibeau .