Barry Nalebuff
Director at HSY
Board
About Barry J. Nalebuff
Barry J. Nalebuff (age 66) is the Milton Steinbach Professor of Management at Yale School of Management, a role he has held since 1995; he teaches negotiation, strategy, and game theory and was recommended as a new independent director nominee to HSY by the Hershey Trust Company for election at the May 6, 2025 Annual Meeting (term to begin upon election) . His education includes a BS in Economics and Mathematics from MIT, an MPhil in Economics from Oxford, and a PhD in Economics from Oxford . He is designated independent under NYSE and SEC rules; all director nominees except the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale School of Management | Milton Steinbach Professor of Management | Since 1995 | Teaches negotiation, strategy, game theory; advising companies and bringing entrepreneurship/innovation perspective |
| Harvard University; Princeton University | Faculty (Negotiation/Strategy/Game Theory) | Over 42 years of teaching across institutions (not continuous dates provided) | Academic expertise in negotiation and strategy |
| Various business ventures (brands acquired) | Founder/Advisor | Not disclosed | Experience creating, incubating, and commercializing brands acquired by leading food/beverage companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Calicraft Brewing Co. | Director | Jan 2016–present | External board/leadership role |
| Eat the Change | Director | Oct 2022–present | External board/leadership role |
| AGP | Director | Jan 2017–Dec 2024 | External board/leadership role |
| Yale Chief Executive Leadership Institute | Director | Sep 2000–Jul 2024 | External board/leadership role |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Nalebuff is independent .
- Committee assignments: New nominee with no committee assignment prior to election; committee memberships to be determined post-Annual Meeting .
- Attendance norms: Board held 20 meetings in 2024; each incumbent director attended at least 97% of Board/committee meetings; independent directors met in executive session 8 times; all incumbent directors attended the 2024 annual meeting .
- Lead Independent Director: Role defined with robust duties; position in place when Chair/CEO combined; current LID will serve until 2025 Annual Meeting; Board has adopted separation of Chair and CEO effective upon CEO’s retirement (June 30, 2026 or earlier if successor appointed) .
- Board refreshment and evaluation: Retirement age guideline 72 and 13-year term limit; extensive refreshment with majority of nominees new in last two years; Board used third-party facilitator for evaluations in 2024 and plans external evaluations at least every three years .
- Majority voting and resignation policy: Board adopted majority voting for uncontested elections; incumbents receiving more AGAINST than FOR must tender resignation; applies to 2025 election .
- ESG and risk oversight: Governance Committee oversees ESG governance; Finance & Risk Committee oversees ERM and cyber; Audit oversees Code of Conduct/compliance; clear assignment of ESG responsibilities across committees .
- Controlling stockholder context: Hershey Trust Company (as trustee for Milton Hershey School Trust) holds ~78.8% of combined voting power; recommended Nalebuff as a nominee; Board outlines policies and special committees to manage related-party matters .
Fixed Compensation
| Component | Structure | Amount |
|---|---|---|
| Annual retainer (non-employee director) | Paid quarterly; cash or stock election; deferrable | $105,000 |
| Annual RSU award | Granted quarterly; $42,500 per quarter divided by avg closing price of prior 3 days; 1-year vest; dividend equivalents; accelerated vesting on retirement, death, disability, change-in-control, or certain HTC term-limit circumstances | Target $170,000 per year |
| Committee chair retainer | Audit, Compensation, Governance, Finance & Risk | $25,000 (in addition to director retainer) |
| Lead Independent Director retainer | If Chair not independent | $50,000 (in addition to director retainer) |
| Chairman of the Board (non-employee) | If applicable | $150,000 (in addition to director retainer) |
| 2025 program status | All elements unchanged from 2024 after Dec 2024 review | Unchanged |
| Deferral options | Cash account (mutual fund benchmarks) or deferred common stock unit account | Available for retainers and chair/LID fees |
- Stock ownership guidelines: Non-employee directors must own ≥5× annual retainer in HSY stock by Jan 1 following the 5th anniversary of joining the Board .
- Reimbursements/perquisites: Travel reimbursement; director education; product discounts; gift matching up to $5,000 annually; no additional pay for 2024 special committee service and none for 2025 CEO search committee service .
Performance Compensation
- HSY’s non-employee directors do not have performance-based annual bonuses or PSUs; equity is delivered as time-vested RSUs with quarterly grants and one-year vesting; no option awards are described for directors .
- Company-wide policies: Robust clawback policy applies to executive incentive compensation; anti-hedging and anti-pledging prohibitions apply to directors and insiders .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Calicraft Brewing Co. | External | Director | No HSY-related transaction disclosed |
| Eat the Change | External | Director | No HSY-related transaction disclosed |
| AGP | External | Director (ended 2024) | No HSY-related transaction disclosed |
| Yale Chief Executive Leadership Institute | External | Director (ended 2024) | Academic role |
- Recommended by Hershey Trust Company as controlling stockholder; Board determined independence for all nominees except CEO and describes safeguards around related-party matters (e.g., Executive Committee reviews related-party transactions; Governance Committee administers related person policy; special independent committees formed as needed) .
Expertise & Qualifications
- Academic and advisory expertise in negotiation, strategy, game theory; experience creating/incubating/ commercializing consumer brands; entrepreneurship/innovation and mission-driven strategy emphasis .
- Education: MIT BS (Economics/Mathematics); Oxford MPhil and PhD (Economics) .
Equity Ownership
| Holder | Common Stock | Exercisable Options | Deferred Common Stock Units | % of Common Stock |
|---|---|---|---|---|
| Barry J. Nalebuff | — | — | — | Less than 1% (no position reported) |
- Shares pledged/hedged: HSY policy prohibits pledging and hedging by directors; no pledging by Nalebuff disclosed .
- Ownership guidelines: Must reach ≥5× annual retainer within 5 years; compliance will be assessed from date of Board service commencement .
Governance Assessment
- Independence and expertise: Nalebuff adds deep negotiation/strategy expertise and entrepreneurship credentials; Board affirms independence for all nominees except CEO .
- Compensation alignment: Director pay mix balanced between fixed cash retainer and time-vested RSUs; robust stock ownership requirement (≥5× retainer) enhances alignment; anti-hedging/pledging policies reduce misalignment risk .
- Controlling stockholder dynamics: As an HTC-recommended nominee, potential perception risk exists; however Board independence determinations, majority voting with resignation policy, and special committees unaffiliated with HTC for sensitive matters mitigate governance risk .
- Board effectiveness signals: Strong attendance (97%), frequent executive sessions, formal separation of Chair/CEO upon transition, third-party evaluations, and defined ESG/ERM oversight remit support investor confidence .
- Say-on-pay context: Shareholders strongly supported executive pay in 2024 (88% Common, 98% combined), signaling broad confidence in HSY’s governance and pay practices; while this applies to executives, it reflects overall compensation stewardship by the Board .
RED FLAGS: None disclosed specific to Nalebuff (no related-party transactions, no attendance issues, no pledging/hedging, no director-specific compensation anomalies). Watch items include HTC nomination influence (monitor committee placements and any votes involving HTC-related transactions) .