Richard S. Stoddart
HASBROAbout Richard S. Stoddart
Independent Chair of the Board at Hasbro since February 2022; director since 2014; age 62. Former interim CEO of Hasbro (Oct 2021–Feb 2022) and seasoned advertising and marketing executive with CEO roles at InnerWorkings and Leo Burnett (North America and Worldwide), bringing deep brand-building and media expertise across traditional and digital platforms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hasbro, Inc. | Interim Chief Executive Officer | Oct 2021–Feb 2022 | Leadership continuity after CEO transition |
| InnerWorkings, Inc. | President & Chief Executive Officer | 2018–2020 | Strategic/commercial leadership; investor communications; financial stewardship |
| Leo Burnett Worldwide | Chief Executive Officer | 2017–2018 | Integrated shopper/digital/social/mobile into brand strategy |
| Leo Burnett North America | Chief Executive Officer; President | 2013–2016; 2005–2013 | Brand and media strategy leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Altria Group, Inc. | Director | Current | Audit; Innovation; Nominating/Corporate Governance & Social Responsibility |
| InnerWorkings, Inc. | Director | Former (past five years) | — |
| Selina PLC | Director | Former (past five years) | — |
Board Governance
- Chair of the Board since 2022; independent under Hasbro’s Independence Standards (all non‑employee directors independent; CEO is the only non‑independent director) .
- Committee assignments (2024 year-end): Compensation & Talent (8 meetings) and Nominating, Governance & Social Responsibility (6 meetings) .
- Attendance: Board held 11 meetings in 2024; all directors attended at least 75% of combined Board/committee meetings and attended the 2024 annual meeting .
- Governance processes: Annual Board/committee self‑evaluations and a comprehensive third‑party board effectiveness assessment in 2024 .
- Shareholder engagement: Independent chair and committee chairs available; outreach to top 25 holders covering director refreshment, composition, onboarding, and compensation design .
- Trading controls: Pre‑clearance for directors’ transactions; anti‑hedging and anti‑pledging policy for directors .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Base Board Retainer | 95,000 | Paid to all non‑employee directors |
| Chair of Board Retainer (additional) | 150,000 | Applies to Stoddart as Chair |
| Committee Member – Compensation & Talent | 15,000 | Per member (non‑chair) |
| Committee Member – Nominating, Governance & Social Responsibility | 12,500 | Per member (non‑chair) |
| Meeting Fees | 0 | No per‑meeting fees |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Richard S. Stoddart | 272,522 | 175,000 | 447,522 |
- Mix: Cash ~$272.5k (≈61%) and equity ~$175k (≈39%), aligning director pay with shareholder outcomes via equity grants while compensating significant leadership workload as Chair .
Performance Compensation
| Equity Grant Feature | Detail | Performance Metric |
|---|---|---|
| Annual Director Stock Grant | $175,000 grant‑date fair value; granted in May; immediately vested; optional deferral until separation | None (time‑based, immediately vested) |
| Options to Directors in 2024 | None granted | — |
| Ownership Retention Rule | Directors may not sell any shares until holding ≥$475,000 (5× annual retainer) in company stock | Policy‑based alignment, not metric‑based |
| Deferred Compensation Match | 10% company match on deferred cash into stock unit account; vesting half in year of deferral and half next year (subject to service) | None (matching is plan feature) |
Hasbro’s director equity is not tied to revenue/EPS/TSR targets; it is primarily an immediately vested stock grant with strong ownership/retention requirements to ensure alignment .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee Interlocks | No interlocks or insider participation involving Stoddart; all Compensation & Talent Committee members in 2024 were non‑employee and independent; no related transactions under Item 404 for committee members . |
| Related Party Transactions | Company policy mandates Board review/approval of any Item 404 transactions; no such transactions disclosed relating to directors in 2024 . |
Expertise & Qualifications
- Extensive advertising/marketing/communications leadership across TV, digital, social media, packaging, and print; recognized for strategic/commercial leadership and marketing supply chain expertise .
- Brand strategy integration across shopper/digital/social/mobile; expertise in media planning, branded content launches, marketing production/logistics/execution, and content‑driven brand strategy .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Class | Breakdown (Notes) |
|---|---|---|---|
| Richard S. Stoddart | 55,652 | <1% (of 139,893,195 shares outstanding as of 3/12/2025) | Includes 23,034 deferred shares (receipt deferred until Board retirement) and 16,147 stock units in the Deferred Plan |
- Section 16 compliance: All reporting persons complied in 2024 (no delinquent filings) .
- Policy: Directors prohibited from hedging or pledging Hasbro stock; trading subject to pre‑clearance .
Governance Assessment
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Strengths
- Independent Chair with deep brand/marketing expertise overseeing two governance‑critical committees (Compensation & Talent; Nominating/Governance/Social Responsibility), with robust committee activity (8 and 6 meetings respectively in 2024) .
- Attendance and engagement standards met; all directors ≥75% attendance and present at the annual meeting; ongoing shareholder engagement with board participation .
- Strong alignment mechanisms: immediate equity grants with strict retention until $475k threshold; anti‑hedging/pledging; pre‑clearance; and a transparent deferred compensation program with modest matched units .
- No compensation committee interlocks and no related‑party transactions requiring Item 404 disclosure for 2024 .
- Board effectiveness: annual self‑evaluations and comprehensive third‑party assessment in 2024 .
-
Watch items and potential conflicts
- External directorship at Altria involves service on Audit, Innovation, and Nominating/Governance committees; while no related‑party dealings are disclosed with Hasbro, investors typically monitor cross‑board time commitments and any potential reputational overlap; no conflicts disclosed in 2024 .
- Role concentration: Chair plus membership on two key committees may centralize influence; mitigants include independent composition across committees and structured evaluation processes .
- Director equity grants are not performance‑conditioned; alignment relies on ownership/retention rules rather than operational metrics .
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Implications for investor confidence
- Independence, attendance, and governance controls (anti‑hedge/pledge; pre‑clearance; related‑party policy) support confidence and reduce agency risk .
- Equity ownership and deferrals indicate skin‑in‑the‑game and long‑term alignment, though the absence of performance‑conditioned director equity places more weight on governance policy rigor and board oversight quality .