Tarrant Sibley
HASBROAbout Tarrant Sibley
Executive Vice President, Chief Legal Officer & Corporate Secretary of Hasbro (HAS), age 56, serving in his current role since 2019 (previously SVP & Chief Legal Officer/Secretary in 2018–2019; SVP & Deputy General Counsel in 2010–2018) . He holds a B.A. in Economics from Dartmouth College and a J.D. from Harvard Law School; prior to Hasbro he was an associate at Palmer & Dodge LLP and Hale and Dorr LLP . As Corporate Secretary, he conducts formal annual‑meeting business and certifies results; he also signs legal opinions for Hasbro’s capital markets and equity plan registrations, reflecting direct involvement in financing execution . For context, in FY2024 Hasbro delivered $4,135.5M in revenue (down 17.3% YoY) with 16.7% operating margin (adjusted operating margin 20.3%), and reported adjusted EPS of $4.01, amid a transformation that included the eOne divestiture and cost-savings; his legal team supported these initiatives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hasbro | EVP, Chief Legal Officer & Corporate Secretary | 2019–present | Oversees global legal, governance, M&A, IP/licensing, litigation; Corporate Secretary for board/AGM; supported eOne divestiture and capital markets activity . |
| Hasbro | SVP, Chief Legal Officer & Secretary | 2018–2019 | Transition to C‑suite legal leadership and board secretary functions . |
| Hasbro | SVP & Deputy General Counsel | 2010–2018 | Senior legal leadership across IP, licensing, compliance and litigation . |
| Palmer & Dodge LLP; Hale and Dorr LLP | Associate | Not disclosed | Foundational corporate and securities/legal experience prior to Hasbro . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in company filings | — | — | No outside public company directorships or external roles disclosed for Sibley in recent filings . |
Fixed Compensation
| Item | 2023 | Source |
|---|---|---|
| Base salary | $619,423 | |
| Target annual bonus (% of base) | 75% | |
| Target annual bonus ($) | $487,500 | |
| Actual annual bonus paid | $401,386 (86.4% of target) | |
| All other compensation | $71,948 | |
| Total 2023 compensation | $3,390,358 |
Performance Compensation
- Annual incentive plan design (2023): metrics and weights: Total Net Revenue (40%), Operating Profit Margin (40%), Strategic Cost‑savings (20%); NEO awards subject to individual performance adjustment .
- 2024 design updates: Operating Profit Margin replaced with Operating Profit Dollars; strategic metric retained; PSUs moved to 100% EPS with a relative TSR (+/‑25%) modifier .
2023 Annual Incentive Outcome (Company-level plan used for Sibley)
| Metric (weight) | Target | Actual | Achievement | Payout contribution |
|---|---|---|---|---|
| Net Revenue (40%) | $5,699,367K | $5,003,326K | 88% | 24% |
| Operating Profit Margin (40%) | 16.3% | 9.4% | 58% | 0% |
| Strategic Cost-savings (20%) | $100–$150M (non‑labor) and $50–$70M (incl. labor) | $256M (non‑labor) and $75M (incl. labor) | 205% / 125% | 40% |
| Base payout factor | — | — | — | 64% |
| Individual modifier | — | — | — | Final: 86.4% (for Sibley, reflecting contributions to transformation, eOne sale, governance and litigation results) |
Long‑Term Incentives (design and Sibley’s 2023 grants)
| Component | 2023 Plan Design | Sibley’s 2023 grant details | Vesting/terms |
|---|---|---|---|
| Performance Share Units (PSUs) | 50% of LTI; metrics: Cumulative Diluted EPS (50%) + Avg ROIC (50%); TSR +/‑25% modifier | Target 19,721 shares | 3‑year performance period (2023–2025); payout 0–200% before TSR modifier |
| Restricted Stock Units (RSUs) | 25% of LTI | 9,861 units | Vest 1/3 on each of the first 3 anniversaries |
| Non‑qualified Stock Options | 25% of LTI | 49,284 options @ $55.78 | 7‑year term; vest 1/3 annually over 3 years |
| Historical PSU payout | FY21–FY23 PSU paid at 81% of target | Award subject to plan | 3‑year performance, as above |
2024 change: PSUs weighted 100% on EPS with TSR +/-25% modifier; options removed; mix 50% PSUs/50% RSUs for NEOs .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership | 145,668 shares as of March 11, 2024; <1% of outstanding | |
| Unvested RSUs (12/31/2023) | Tranches of 1,940; 2,268; 10,233 units (market values $99,056; $115,804; $522,497) | |
| Unearned PSUs (12/31/2023) | 2,214; 6,832; 20,465 units (market values $113,047; $348,842; $1,044,943) | |
| Options outstanding (12/31/2023) | Multiple grants exercisable/unexercisable; e.g., 4,213 @ $98.80 exp. 2/20/2024; 4,588 @ $98.10 exp. 2/19/2025; 15,148 @ $86.66 exp. 2/18/2026; 16,144 @ $96.79 exp. 2/17/2027; 9,704 @ $90.18 exp. 2/17/2028; 5,271 @ $94.89 exp. 2/25/2029; 49,284 unexercisable @ $55.78 exp. 2/24/2030 | |
| Ownership guidelines | 2023 policy: CEO 5× salary; other NEOs 2×; all NEOs compliant or within 5‑year window at FY2023 end | |
| Updated policy | 2025 policy updated to CEO 6×, other NEOs 3× salary | |
| Hedging/pledging | Company prohibits hedging or pledging by directors/officers/employees |
Implication: A meaningful portion of Sibley’s wealth is in unvested equity, PSUs with multi‑year performance gates, and time‑based RSUs—alongside anti‑hedging/pledging and stock‑ownership rules—supporting alignment with long‑term TSR .
Employment Terms
| Provision | Sibley (as of 12/29/2023) | Notes |
|---|---|---|
| Involuntary termination (no CIC) | Cash severance $650,000; benefits $44,009; no equity acceleration | Company Severance Benefits Plan . |
| Death/Disability | Accelerated equity value $1,012,281 | As of $51.06 share price at 12/29/2023 . |
| CIC + involuntary termination (double‑trigger) | Cash severance $2,275,000; benefits $44,009; accelerated equity $2,244,189 | No gross‑ups disclosed; follows CIC plan . |
| CIC plan terms (generic for designated senior execs) | 2× (salary + target bonus) + up to 18 months health premiums; 24‑month lookback for CIC; 18‑month non‑compete | Double‑trigger vesting; no tax gross‑ups per plan description . |
| Clawback | Incentive comp subject to clawback upon restatement/misconduct | Board‑approved policy compliant with SEC/Nasdaq . |
Deferred Compensation and Pension
| Plan | 2023 Company contribution | 2023 earnings | Balance at FY2023 end | Notes |
|---|---|---|---|---|
| Supplemental Savings Plan (401(k) top‑up) | $42,248 | $19,754 | $639,624 | Supplemental retirement plan (frozen pension accruals; Sibley 7 yrs credited service; PV $16,971) . |
Say‑on‑Pay & Governance Signals (context)
- Say‑on‑pay support: 2024 AGM 87.6% approval; prior years 91.4% (2023) and 88.0% (2022) .
- Insider trading policy: strict pre‑clearance for executives and prohibition on trading on MNPI .
- Corporate Secretary role: conducts vote and meeting procedures at the AGM, reflecting governance leadership .
Investment Implications
- Alignment: High at‑risk, multi‑year equity (PSUs with TSR modifier; RSUs with 3‑year vesting), stock ownership requirements, and anti‑hedging/pledging create strong alignment and reduce incentive to take short‑term risk .
- Retention risk: Material unvested equity and double‑trigger CIC protections (2× multiple under CIC plan) lower near‑term flight risk; base severance (1× salary under severance plan) is moderate outside CIC .
- Selling pressure watchpoints: RSU tranches and options vest annually (notably 2024–2026), which could lead to periodic insider sales; however, pre‑clearance windows and retention requirements (50% net shares until guideline met) dampen immediate liquidity .
- Execution track record: Bonus rationale credits Sibley with leadership on the eOne sale, governance process and litigation outcomes; this supports confidence in legal/compliance execution during Hasbro’s transformation .
- Event risk: In a strategic transaction, double‑trigger acceleration could increase equity overhang, but also facilitates continuity and reduces litigation risk during integration .