Gina Goetter
HASBROAbout Gina Goetter
Gina Goetter is Hasbro’s Chief Financial Officer and Chief Operating Officer, appointed effective May 18, 2023 (age 46 at appointment). She oversees global finance and operations, including treasury, tax, IR, accounting, supply chain, and operational excellence . Education: B.A.S. in Finance & Economics (University of Wisconsin–La Crosse) and MBA (Boston College Carroll School) . During 2024, Hasbro’s adjusted operating margin exceeded 20%, adjusted EPS was $4.01, and operational excellence delivered $370M gross cost savings; operating cash flow was $847M . Pay-versus-performance shows 2024 TSR of 65.09 (vs 196.92 for Russell 1000 Consumer Discretionary), revenue $4.136B, net income $385.6M, linking executive pay to results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harley-Davidson | Chief Financial Officer | 2020–2023 | Led multi‑year transformation to restore growth and profitability; oversaw finance, accounting, IR, M&A |
| Tyson Foods (Prepared Foods) | SVP Finance / Segment CFO | 2019–2020 | Drove turnaround and cost discipline in Prepared Foods |
| General Mills | Finance leadership roles (incl. VP Financial Operations, Senior Finance Director) | ~1998–2019 | 21 years in finance; led operating unit financial operations |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| SC Johnson | Board of Directors | Oct 2022 | Current board member |
| LiveWire Group, Inc. | Board of Directors | Sep/Nov 2022 | Current/ recent board member |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $634,615 | $1,000,000 |
| Target Annual Bonus (% of salary) | 100% | 100% |
| Actual Annual Bonus Paid | $548,307 | $1,687,500 |
| Perquisites/All Other Compensation | $177,036 (relocation, travel, pension contributions) | $161,011 (family travel, charitable match, 401(k) & supplemental contributions) |
Performance Compensation
| Program | Metric | Weight | Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|---|---|
| Annual Incentive (FY 2024) | Total Hasbro Net Revenue | 40% | $4,101,000 (thousands) | $4,136,000 (thousands) | 40% factor | Cash; individual modifier applies |
| Operating Profit Dollars | 40% | $754,000 (thousands) | $839,000 (thousands) | 65% factor | ||
| Strategic Cost-Savings | 20% | $200–$250M | $227M | 20% factor | ||
| Individual Performance Modifier | n/a | n/a | n/a | +35% (final payout 169% of target) | ||
| Long-Term Incentive (2024 grants) | PSUs (EPS over 3 years; TSR ±25% modifier) | 50% of LTI value | EPS: threshold 80% (50% payout), target 100% (100%), max 125% (200%) | Ongoing | Ongoing | 3-year performance period (FY24–FY26) |
| RSUs (time-based) | 50% of LTI value | n/a | n/a | n/a | Vest in 3 equal annual installments (Mar 7, 2025/26/27) |
Grants detail (FY 2024): PSUs target 29,058 and additional PSUs 14,530; RSUs 29,058 and additional RSUs 14,530 (above‑target awards for market alignment) .
Historical PSU payout (FY22–FY24 cycle): 17% of target for the plan; note Ms. Goetter did not receive the FY22–FY24 PSU grant (joined 2023) .
Equity Ownership & Alignment
| Equity Type (as of 12/27/2024) | Units Outstanding | Market Value ($) | Key Dates/Notes |
|---|---|---|---|
| RSUs (May 17, 2023 grant) | 46,401 | $2,630,937 | Vest May 17, 2025 and May 17, 2026 |
| RSUs (Mar 7, 2024 grant) | 30,007 | $1,701,397 | Vest Mar 7, 2025/26/27 |
| RSUs (Mar 7, 2024 add’l) | 15,004 | $850,727 | Vest Mar 7, 2025/26/27 |
| PSUs (Mar 2024 cycle) | 30,007 (at target) | $1,701,397 | EPS over 3 years; TSR ±25% |
| PSUs (Mar 2024 add’l) | 15,004 (at target) | $850,727 | EPS over 3 years; TSR ±25% |
| 2023 Sign-on RSU | $4,000,000 grant value | n/a | Vest in 3 equal annual installments |
- Stock ownership guidelines: NEOs must hold 3x base salary (as of FY2024 policy); executives must retain 50% of net shares until compliant. All NEOs were compliant or within the five-year period to achieve compliance . Anti‑hedging and anti‑pledging policies apply to all officers .
- Double‑trigger CIC vesting: equity accelerates only upon change in control plus qualifying termination .
Employment Terms
| Term | Provision |
|---|---|
| Offer letter economics | Base salary $1,000,000; target bonus 100% of salary; LTI target 300% of salary; $350,000 sign‑on cash; $4,000,000 one‑time RSU; covered by Severance Benefits Plan |
| Severance (no CIC) | 52 weeks of base salary ($1,000,000) + continued benefits and outplacement; benefits cease upon re‑employment (with 50% remainder paid lump sum upon notification) |
| Change‑in‑control plan | 2x (base salary + target bonus) cash severance; employer+employee health premiums up to 18 months; 18‑month post‑termination non‑compete; no tax gross‑ups |
| CIC economics (illustrative) | Cash severance $4,000,000; other benefits ~$55,603; equity acceleration value $7,735,184 (assuming target) |
| Clawback | Recovery of excess incentive compensation for prior 3 years upon restatement; extended provisions beyond Dodd‑Frank; policy filed with Form 10‑K |
| Trading policy | Pre‑clearance required; bans trading on MNPI; anti‑hedging/pledging |
| Equity vesting policy | RSUs: 3‑tranche time vest; PSUs: 3‑year EPS with TSR modifier; retirement/death/disability pro‑rata where applicable |
Compensation Structure Analysis
- Mix shift: 2024 eliminated stock options; LTI is 50% PSUs and 50% RSUs, reducing risk of option underwater repricing and increasing retention value .
- Annual incentive design: 2024 emphasized profitability (operating profit dollars) and cost‑savings, with revenue included but set below prior year due to divestitures and out‑licensing strategy .
- Discretionary modifier: Individual performance adjustment of +35% lifted Ms. Goetter’s payout to 169% of target, reflecting COO scope and transformation delivery .
- Pay-for-performance alignment: FY2024 corporate metrics funded at 125% amid margin expansion; historical PSU payouts demonstrate variability tied to multi‑year results (17% for FY22–FY24 cycle) .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2022 | 88.0% |
| 2023 | 91.4% |
| 2024 | 87.6% |
Shareholder engagement supported adding a relative TSR modifier to LTI and aligning short‑term metrics to transformation goals; revenue was removed from LTI to avoid metric duplication .
Performance & Track Record
- FY2024 company context: Adjusted operating margin 20.3%; adjusted EPS $4.01; $370M gross cost‑savings; operating cash flow $847M; debt reduced by $83M .
- Pay-versus-performance linkage: 2024 TSR 65.09 (company) vs 196.92 (Russell 1000 Consumer Discretionary); revenue $4.136B; net income $385.6M .
- Role evolution: Gina signed Sarbanes-Oxley 302 and 906 certifications as CFO & COO in Q2 and Q3 2025, underscoring accountability for controls and reporting .
Equity Ownership & Alignment Details
- Significant unvested RSU and PSU balances with multi‑year vesting create retention hooks through 2027 .
- Strict anti‑pledging/hedging policy and stock retention requirements strengthen alignment .
Risk Indicators & Red Flags
- No related party transactions or pledging disclosed; strong clawback policy and double‑trigger CIC vesting mitigate misalignment risks .
- Insider Form 4 monitoring: Attempted retrieval of 2024–2025 transactions failed due to API authorization; recommend monitoring for any discretionary sales around vest dates to gauge selling pressure [ReadFile SKILL.md; tool run error].
Compensation Peer Group (Benchmarking signal)
Peer group refreshed toward toys, gaming, and branded experiences; 2025 included iHeartMedia to maintain size relevance; benchmarking informs targets (e.g., CEO to 175%; NEOs to market) .
Investment Implications
- Alignment: High at‑risk pay and strong clawback, anti‑pledging, and stock ownership rules support shareholder alignment; double‑trigger CIC reduces windfall risk .
- Retention: Material unvested RSUs/PSUs and 3‑year PSU cycles indicate moderate retention risk (positive for continuity), especially through FY2026–FY2027 milestones .
- Performance signals: 2024 bonus at 169% of target (helped by +35% modifier) highlights management discretion tied to transformation delivery; watch for sustainability of margin and cost‑savings to maintain incentive funding .
- Trading watch: Lacking recent Form 4 data; monitor vest dates (Mar 7 and May 17 annually) for potential selling pressure and 10b5‑1 plan filings.
- Governance/Say‑on‑Pay: Strong support (87.6%–91.4% in 2022–2024) reduces headline risk on comp program changes .