Tim Kilpin
HASBROAbout Tim Kilpin
Tim Kilpin is President, Toys, Board Games, Licensing & Entertainment (TGLE) at Hasbro, appointed effective April 24, 2023, after senior roles at PlayMonster, Activision Blizzard Consumer Products, Mattel, and Disney; he was age 62 at appointment in April 2023 . In 2024, TGLE under Kilpin met profitability goals (operating profit dollars above target) but missed revenue targets, resulting in a 100% annual incentive payout for him; company-wide 2024 results included adjusted operating margin of 20.3% and operating cash flow of $847M, while five‑year TSR (value of $100) was $65.09 as of 12/29/2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PlayMonster Group LLC | Executive Chairman | Jan 2023 – Apr 2023 | Led governance and transition after CEO tenure . |
| PlayMonster Group LLC | Chief Executive Officer | Jan 2022 – Jan 2023 | Ran multi-brand toy/games portfolio; scaling consumer products execution . |
| PlayMonster Group LLC | President | Jun 2020 – Jan 2022 | Drove operating performance across brands/channels . |
| Activision Blizzard | President & CEO, Consumer Products | 2017 – 2019 | Built/licensed gaming IP consumer products globally . |
| Mattel, Inc. | Chief Commercial Officer; Head of International (prior roles 2003–2015) | 2003 – 2015 | Commercial leadership across global toy portfolio and regions . |
| The Walt Disney Company | EVP, Franchise Management; SVP, Global Toys Licensing (pre‑2003) | pre‑2003 | Created global cross‑category plans for Disney IP and toys licensing . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Kilpin in filings reviewed . |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary | $850,000 | As reported in SCT . |
| Target Annual Incentive | 100% of base salary | 2024 target for NEOs; Tim listed at 100% . |
| Actual Annual Incentive Paid (2024) | $850,000 (100% of target) | Based on TGLE/business and strategic outcomes . |
| Target Long‑Term Incentive (LTI) Value | 250% of base salary | Increased from 200% to 250% in 2024 . |
| All Other Compensation | $141,692 | Includes family travel, company retirement contributions, etc. . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 (TGLE)
| Metric (Weight) | Target | Actual | Achievement | Payout contribution |
|---|---|---|---|---|
| TGLE Net Revenue (40%) | $2,796,000 (thousands) | $2,641,000 (thousands) | 94% | 34% . |
| TGLE Operating Profit Dollars (40%) | $188,000 (thousands) | $200,000 (thousands) | 106% | 46% . |
| Company Strategic Metric – Cost Savings (20%) | $200–$250M range | $227M | 100% | 20% . |
| Final AIP Payout % (before individual mod.) | — | — | — | 100% (no individual modifier applied) . |
Key design notes: Company AIP metrics emphasize Total Net Revenues (40%), Operating Profit Dollars (40%), and operational excellence cost‑savings (20%); business area participants (incl. TGLE) use business revenue (40%), business operating profit dollars (40%), plus the strategic metric (20%) .
Long‑Term Incentive (LTI) – Structure and 2024 Grants
- Mix: 50% PSUs and 50% RSUs (stock options removed from 2024 LTI mix) .
- PSU metric: 3‑year cumulative diluted EPS (100%) with a relative TSR modifier of ±25% versus S&P 500; threshold/target/maximum EPS performance pays 50%/100%/200% before TSR modifier .
- 2022–2024 PSU cycle paid 17% of target, but Kilpin did not receive that 2022 grant (joined 2023) .
| Award | Grant date | Target shares | Max shares | Grant‑date fair value | Vesting |
|---|---|---|---|---|---|
| PSU (annual) | 3/7/2024 | 20,583 | 51,458 | $1,062,494 | 2024–2026 performance; EPS with TSR modifier . |
| PSU (above‑target recognition) | 3/7/2024 | 8,234 | 20,585 | $425,039 | 2024–2026 performance; EPS with TSR modifier . |
| RSU (annual) | 3/7/2024 | 20,583 | — | $1,062,494 | Vests in 3 equal annual installments on 3/7/2025–2027 . |
| RSU (above‑target recognition) | 3/7/2024 | 8,234 | — | $425,039 | Vests in 3 equal annual installments on 3/7/2025–2027 . |
| RSU (new‑hire award) | 5/17/2023 | One‑time $2,000,000 award (shares per grant date price) | — | $2,000,000 (offer letter) | Vests in equal installments on 5/17/2024–2026 . |
Equity Ownership & Alignment
- Beneficial ownership: 74,996 shares; includes 11,482 options exercisable within 60 days and 48,599 unvested RSUs/DEUs; less than 1% of outstanding (139,893,195 shares) . Approximate ownership as % of shares outstanding ≈ 0.05% (74,996/139,893,195) .
- Outstanding equity at FY‑end 2024 (market value computed at $56.70 close on 12/27/2024):
- Options: 11,482 exercisable and 22,954 unexercisable at $61.71 expiring 5/16/2030 .
- RSUs unvested: 4,925 and 23,198 from 5/17/2023 grant (vesting 2025–2026) .
- 2024 RSUs unvested: 21,255 (annual) and 8,503 (recognition), vesting 3/7/2025–2027 .
- Stock ownership policy: NEO requirement is 3x base salary with five years to comply; executives must retain 50% of net shares until in compliance; company states all NEOs are compliant or within their five‑year window as of FY2024 .
- Hedging/pledging: Prohibited for directors/officers/employees; double‑trigger change‑in‑control equity vesting applies (no single‑trigger) .
Upcoming vesting dates (potential supply)
- 5/17/2025 and 5/17/2026: Remaining tranches of 2023 RSUs vest .
- 3/7/2025, 3/7/2026, 3/7/2027: 2024 RSU tranches (annual and recognition) vest; PSUs run through FY2026 performance .
- Options vesting schedule: 1/3 vested on 5/17/2024; remaining 1/3 portions vest on 5/17/2025 and 5/17/2026 (strike $61.71) .
Employment Terms
- Appointment and offer terms: Effective April 24, 2023; base salary $850,000; initial AIP target 75% of base (min $637,500); LTI target 200% of base; one‑time $2,000,000 RSU sign‑on (3‑year vest); severance covered by Severance Benefits Plan .
- 2024 updates: AIP target set at 100% of base for the year; LTI target raised to 250% of base for 2024 .
- Severance (no change in control): Under Severance Benefits Plan—52 weeks salary continuation, continued health/welfare benefits for that period, and outplacement (ceases upon re‑employment with partial lump‑sum) .
- Change‑in‑Control (CIC) plan: Double‑trigger; upon qualifying termination within 24 months post‑CIC, cash severance equals 2x (base salary + target bonus), plus up to 18 months of employer/employee health premiums; 18‑month non‑compete applies; no tax gross‑ups .
- Quantified termination values for Tim Kilpin (assuming 12/27/2024 event and $56.70 share price):
- Involuntary termination (no CIC): Cash severance $850,000; other benefits $39,591; accelerated equity $0 .
- Death or disability: Accelerated equity $2,080,622 .
- Involuntary termination in connection with CIC: Cash severance $3,400,000; other benefits $46,886; accelerated equity $5,807,951 .
Compensation Structure Analysis (signals)
- Shift to PSUs/RSUs; stock options removed in 2024—reduces risk, increases certainty of value for executives; PSU design now 100% EPS with TSR modifier (tightens pay‑for‑profitability and market alignment) .
- 2024 AIP calibration reflected portfolio/licensing strategy and toy cycle; revenue thresholds were set lower due to out‑licensing and industry decline, but cost‑savings execution drove payouts; Kilpin’s TGLE revenue under target but profitability above target, producing a balanced 100% payout .
- Clawback policy covers all incentive compensation and extends beyond Dodd‑Frank for broader recoupment triggers, strengthening governance .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support: 87.6% (2024), 91.4% (2023), 88.0% (2022); investors supported emphasis on revenue, operating profit, cost‑savings for AIP, and 3‑year EPS with TSR modifier for LTI .
Compensation Peer Group (benchmark context)
Peer companies include Mattel, Electronic Arts, Roblox, Take‑Two, Hershey, J.M. Smucker, Activision Blizzard (pre‑acquisition), Spin Master, Live Nation, Under Armour, Crocs, Topgolf Callaway; 2025 addition: iHeartMedia (post‑ATVI acquisition) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; equity is double‑trigger in CIC—reduces misalignment/overhang risk .
- Workforce reductions and Rhode Island → Boston HQ relocation cited as retention risks in 2025 disclosures; management explicitly notes retention/execution risks during transformation .
- Ongoing shareholder litigation/investigations related to inventory disclosures (class action filed 11/13/2024; law firms soliciting claims in 2025) could introduce event risk; no executive‑specific findings disclosed in company filings reviewed .
Equity Ownership & Vesting Detail (at FY‑end 2024)
| Category | Detail |
|---|---|
| Beneficial ownership | 74,996 shares; includes 11,482 options exercisable within 60 days and 48,599 unvested RSUs/DEUs; <1% of class (139,893,195 shares) . |
| Options | 11,482 exercisable; 22,954 unexercisable; strike $61.71; expire 5/16/2030 . |
| Unvested RSUs (2023) | 4,925 and 23,198 units outstanding; vest on 5/17/2025 and 5/17/2026 . |
| Unvested RSUs (2024) | 21,255 (annual) and 8,503 (recognition) units; vest 3/7/2025, 3/7/2026, 3/7/2027 . |
| PSU cycles outstanding | 2023–2025 and 2024–2026 cycles (targets listed above); payout based on cumulative EPS with TSR modifier . |
| Ownership guidelines | 3x base salary; 5‑year compliance window; retain 50% of net shares until compliant; company states all NEOs compliant or within window . |
| Pledging/hedging | Prohibited under Global Insider Trading Policy . |
Employment Terms Summary
| Term | Provision |
|---|---|
| Start date | April 24, 2023 . |
| Initial offer (2023) | Base $850,000; AIP target 75% of salary; LTI target 200% of salary; $2,000,000 one‑time RSU (3‑year vest); severance via plan . |
| 2024 targets | AIP target 100% of salary; LTI target increased to 250% . |
| Severance plan (no CIC) | 52 weeks base continuation; health/welfare benefits; outplacement; ceases upon re‑employment with partial lump‑sum . |
| CIC plan | Double‑trigger; 2x (base + target bonus) cash; up to 18 months health premiums; 18‑month non‑compete; no tax gross‑ups . |
| Quantified payouts | No CIC involuntary: $850,000 cash; $39,591 other benefits; $0 accelerated equity. With CIC involuntary: $3,400,000 cash; $46,886 other benefits; $5,807,951 accelerated equity (values assume $56.70 share price at 12/27/2024) . |
Investment Implications
- Pay‑for‑profitability alignment: 2024 AIP and LTI designs emphasize operating profit and EPS over pure top‑line, consistent with Hasbro’s focus on margin expansion and cost‑savings; Kilpin’s TGLE delivered profit above target despite revenue miss, supporting a 100% payout—indicative of disciplined execution and cost control .
- Near‑term supply dynamics: Multiple RSU tranches vest across 2025–2027 (3/7 and 5/17 dates), potentially creating periodic selling pressure; options (strike $61.71) were out‑of‑the‑money versus $56.70 at FY‑end 2024, tempering exercise‑driven supply unless shares re‑rate higher .
- Retention and CIC economics: Standard Severance Plan plus double‑trigger CIC benefits (2x base + target bonus; 18‑month non‑compete) balance retention with shareholder protections; accelerated equity under CIC could total ~$5.8M (as of FY‑end 2024), representing meaningful change‑in‑control leverage .
- Governance and investor sentiment: Strong say‑on‑pay support (88–91% range across 2022–2024) and robust clawback/anti‑pledging policies reduce governance overhang; however, broader organizational changes and litigation headlines are watch‑items for retention and execution risk through the transformation and HQ relocation .