Hope F. Cochran
HASBROAbout Hope F. Cochran
Hope F. Cochran, age 53, has served as an independent director of Hasbro since 2016. She is Managing Director at Madrona Venture Group (joined 2017; MD since 2018) and previously served as CFO at King Digital Entertainment (2013–2016) and CFO at Clearwire, Inc. (2011–2013). At Hasbro, she chairs the Finance and Capital Allocation Committee and serves on the Audit Committee, where she is designated an Audit Committee Financial Expert. Her background spans senior financial leadership across digital gaming, technology, telecom, and venture capital with international operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madrona Venture Group | Managing Director | MD since 2018; joined 2017 | Technology-focused venture capital; senior investment leadership |
| King Digital Entertainment | Chief Financial Officer | 2013–2016 | Led IPO; facilitated $5.9B acquisition by Activision; drove revenue growth |
| Clearwire, Inc. | Chief Financial Officer; Financial Executive | CFO 2011–2013; executive 2005–2013 | Senior finance roles in telecom; public company financial oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| MongoDB, Inc. | Director; Audit Committee Chair | Current | Leads audit oversight; public company board service |
| New Relic, Inc. | Director | Former (past five years) | Public company board experience |
Board Governance
- Independence: Listed as independent; all members of Audit, Compensation and Talent, and Nominating committees are independent per Nasdaq and company standards .
- Committees: Finance and Capital Allocation (Chair); Audit (member; Audit Committee Financial Expert) .
- Committee meetings and engagement: Audit Committee met 11 times in 2024; many meetings included executive sessions with auditors and management . Finance and Capital Allocation Committee met 5 times in 2024 .
- Board attendance: Board met 11 times in 2024; all directors attended at least 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Risk oversight: Finance Committee oversees capital structure, allocation, financing plans, and investment use; Audit Committee oversees financial reporting, internal controls, cybersecurity/data privacy; Chairs report to full Board regularly .
- Outside board service policy: Directors may not serve on more than four public company boards (incl. Hasbro); audit committee service evaluated for >3; each nominee is in compliance with outside board limits .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fees (2024) | $151,272 | Includes base and committee/chair retainers and any amounts deferred to interest account per plan . |
| Stock awards (grant-date fair value, 2024) | $175,000 | Annual director grant; immediately vested; may be deferred until retirement under plan . |
| Option awards (2024) | $0 | No stock options granted to non-employee directors in 2024 . |
| Total (2024) | $326,272 | Sum of cash and stock award values . |
Director retainer schedule (2024):
| Retainer Type | Amount ($) |
|---|---|
| Annual Base Board Retainer | $95,000 |
| Chair of Board | $150,000 |
| Chair of Audit Committee | $40,000 |
| Chair of Compensation & Talent | $35,000 |
| Chair of Finance & Capital Allocation | $30,000 |
| Audit Committee Member (non-chair) | $20,000 |
| Compensation & Talent Committee Member (non-chair) | $15,000 |
| Finance & Capital Allocation Committee Member (non-chair) | $12,500 |
| Nominating, Governance & Social Responsibility Member (non-chair) | $12,500 |
No meeting fees are paid for Board or committee attendance .
Stock ownership guidelines:
- Directors may not sell company shares until they hold at least $475,000 of common stock (five times annual Board retainer); sales permitted only above this threshold .
Performance Compensation
| Feature | Status | Detail |
|---|---|---|
| Performance metrics tied to director pay | Not applicable | Annual stock grants are fixed-value; no disclosed performance metrics for directors . |
| Options | Not granted | No stock options to non-employee directors in 2024 . |
| Vesting and timing | Immediate vesting | Annual stock grants vest immediately; directors may elect deferral until Board retirement . |
| Change-in-control | Double-trigger | Awards under the 2003 Plan vest only upon change in control plus qualifying termination (double trigger) . |
| Clawback | Policy in place | Equity and non-equity incentive compensation subject to clawback per Board-approved policy . |
| Hedging/pledging | Prohibited | Policy prohibits hedging and pledging of company stock by directors . |
Other Directorships & Interlocks
| Company | Relationship to HAS | Potential Interlock/Conflict |
|---|---|---|
| MongoDB, Inc. | Unrelated; tech database software | No related-party transactions disclosed; outside board service within policy . |
| New Relic, Inc. | Unrelated; observability software | Former board service; no related-party transactions disclosed . |
Expertise & Qualifications
- More than 20 years as senior financial executive across digital gaming, technology, telecom, and venture capital; deep knowledge of digital content/gaming business development and global operations .
- Audit Committee Financial Expert designation; extensive CFO experience overseeing public company finance and accounting .
- International business expertise managing global teams; M&A execution (King’s $5.9B sale to Activision) .
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Class | Notes |
|---|---|---|---|
| Hope F. Cochran | 18,491 | <1% | Shares outstanding: 139,893,195 as of Mar 12, 2025 . |
| Outstanding stock awards (deferred) | 0 | — | No outstanding deferred director stock awards as of Dec 29, 2024 . |
| Outstanding stock units (Deferred Plan) | 0 | — | No stock units outstanding under Deferred Plan as of Dec 29, 2024 . |
Section 16 compliance:
- The company reports full compliance with Section 16(a) reporting requirements for 2024 (no delinquent filings) .
Governance Assessment
- Committee leadership and expertise: Chairing Finance & Capital Allocation and serving as an Audit Committee Financial Expert strengthens board oversight of capital allocation, financial risk, and reporting quality. Audit Committee met 11 times with executive sessions, indicating robust engagement .
- Independence and attendance: Independent status with at least 75% attendance and participation in all-hands annual meeting supports board effectiveness and investor confidence .
- Pay and alignment: Compensation mix emphasizes fixed equity ($175,000) and cash retainers; immediate vesting paired with strict $475,000 ownership threshold and prohibition on hedging/pledging enhances alignment and reduces misaligned risk-taking incentives .
- Other boards and time commitments: Current and prior public company board service are within company limits; audit committee service evaluated for potential overboarding; no related-party transactions requiring disclosure identified—reducing conflict risk .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricing, or Section 16 delinquencies; change-in-control protections follow double-trigger best practice .