Lisa Gersh
HASBROAbout Lisa Gersh
Independent director since 2010; age 66. Former CEO of Alexander Wang (Oct 2017–Oct 2018), CEO of Goop (2014–2016), and President/CEO of Martha Stewart Living Omnimedia (2012–2013); co-founder and former President of Oxygen Media. Serves as Chair of Hasbro’s Compensation and Talent Committee and member of the Nominating, Governance and Social Responsibility Committee; Board determined she is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexander Wang | Chief Executive Officer | Oct 2017–Oct 2018 | Led global fashion brand operations |
| Goop, Inc. | Chief Executive Officer | 2014–2016 | Led lifestyle brand growth |
| Martha Stewart Living Omnimedia | President & CEO | 2012–2013 | Oversaw integrated media/merchandising |
| Oxygen Media | President & Co-Founder | Not disclosed | Built cable/digital media business |
External Roles
| Company | Role | Committees | Status |
|---|---|---|---|
| MoneyLion Inc. | Director | Nominating & Corporate Governance Chair; Compensation Committee | Current |
| Establishment Labs Holdings Inc. | Director | Not disclosed | Former (past 5 years) |
Board Governance
- Committees: Compensation & Talent (Chair); Nominating, Governance & Social Responsibility (Member) .
- Compensation & Talent met 8 times in 2024; remit includes executive pay oversight and human capital/talent oversight added in 2024 .
- Independence: Board determined all non-employee directors are independent; Gersh is independent .
- Attendance: Board held 11 meetings in 2024; all directors met at least 75% attendance; all attended the 2024 annual meeting .
- Leadership: Chair and CEO roles are separated; independent Board Chair structure; Lead Independent Director appointed if Chair not independent .
- Compensation governance and consultant independence: Meridian serves as independent advisor; Committee annually assesses consultant independence .
- Committee interlocks/insider participation: No interlocks or insider participation during 2024; no related-party transactions requiring disclosure for Committee members .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Base Board Retainer (2024) | $95,000 | Standard for all non-employee directors |
| Compensation & Talent Committee Chair Fee (2024) | $35,000 | Additional to base retainer |
| Nominating, Governance & Social Responsibility Committee Member Fee (2024) | $12,500 | Additional to base retainer |
| Meeting Fees | $0 | No meeting fees paid for Board/committee attendance |
| Annual Director Equity Grant (2024) | $175,000 grant-date fair value | Shares immediately vest; may be deferred; ownership retention rules apply |
| Deferred Compensation Plan Match | 10% match on deferrals to stock unit account | Company match vests 50% each Dec 31 over two years; accelerates at death/disability/retirement ≥72 |
Director compensation received in 2024:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lisa Gersh | $0 | $331,823 | $331,823 |
- Stock awards value above includes annual stock grant plus deferred cash retainer converted to stock units and related 10% matching contributions .
- Director stock ownership guideline: must retain shares until holding at least $475,000 (5x annual board retainer); may defer stock grants .
Performance Compensation
Hasbro directors do not receive performance-based cash bonuses or options; equity grants are time-based. As Compensation & Talent Committee Chair, Gersh oversees executive incentive design:
| Plan | Metric | Weight | Design Notes |
|---|---|---|---|
| Annual Incentive (Corporate) | Total Net Revenue | 40% | Threshold 50%, max 200% payout on financial metrics |
| Operating Profit Dollars | 40% | Focus on profitability | |
| Operational Excellence – Cost-savings | 20% | Strategic transformation targets | |
| Performance Share Units (LTI) | Cumulative Diluted EPS (3-yr) | 100% | TSR modifier ±25% vs S&P 500 |
- 2024 program emphasized EPS for PSUs with relative TSR modifier; Company ceased granting stock options beginning in 2024 (employees), and non-employee directors received no options in 2024 .
- Recent Say-on-Pay support: 87.6% (2024), 91.4% (2023), 88.0% (2022), indicating investor alignment with compensation program overseen by the Committee .
Other Directorships & Interlocks
| Company | Overboarding Policy Compliance | Potential Interlocks |
|---|---|---|
| MoneyLion Inc. | Hasbro policy limits directors to ≤4 public boards; Gersh’s current service appears within limit | None disclosed with Hasbro’s competitors/suppliers/customers |
Expertise & Qualifications
- Extensive operating leadership across media, branded products, and entertainment (TV, digital, publishing) .
- Strategic planning and brand-building expertise; marketing and media trends acumen; global brand-driven business experience .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Notes |
|---|---|---|
| Lisa Gersh | 78,485 | Includes 35,110 deferred shares (to be delivered at Board retirement) and 40,958 stock units held in the Deferred Plan . |
| Shares Outstanding (03/12/2025) | 139,893,195 | Percent ownership ≈ 0.056% (computed from cited figures) |
Outstanding awards and units (as of 12/29/2024):
| Type | Quantity |
|---|---|
| Outstanding Stock Awards (deferred director grants) | 35,110 |
| Outstanding Stock Units (Deferred Plan) | 40,958 |
Policies affecting alignment:
- Anti-hedging/anti-pledging policy for directors, officers, employees .
- Director stock ownership guideline and retention requirement (≥$475,000; no selling below guideline) .
Governance Assessment
- Strengths: Independent director; chairs Compensation & Talent with clear pay-for-performance architecture; robust investor support for Say‑on‑Pay; anti-hedging/pledging and ownership guidelines reinforce alignment .
- Engagement/Process: Independent consultant (Meridian) with annual independence assessment; comprehensive committee remits including human capital oversight; board effectiveness externally assessed in 2024 .
- Attendance/Independence: Board-wide attendance threshold met; Gersh independent; no compensation committee interlocks or related-party transactions reported for 2024 .
- RED FLAGS: None disclosed. No Section 16(a) delinquency; no director-related party transactions; no director stock options or repricing; cash retainer deferral into stock units increases equity exposure and alignment .