Cordel Robbin-Coker

About Cordel Robbin-Coker

Independent director of The Hershey Company since 2024 (tenure: 1 year), age 38. Co‑founder and CEO of Carry1st (Africa-focused gaming/consumer fintech) since July 2018; prior decade as an investment banker at Morgan Stanley and private equity investor at The Carlyle Group (culminating as Vice President, Carlyle Sub-Saharan Africa Fund). BA in Political Science from Stanford University. Board service also includes Hershey Trust Company and Milton Hershey School Board of Managers, supplying governance and international tech/consumer expertise to HSY’s board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Morgan Stanley	Investment banker	Not disclosed (prior decade before 2018)	Capital markets and M&A experience relevant to HSY oversight
The Carlyle Group (Sub‑Saharan Africa Fund)	Vice President	Not disclosed (prior decade before 2018)	Private equity, international dealmaking, strategy
Carry1st	Co‑Founder & CEO	Jul 2018–present	Consumer tech, fintech operations, emerging markets; innovation lens

External Roles

Organization	Role	Tenure	Committees/Impact
Hershey Trust Company	Director	Jan 2019–present	Governance linkage to controlling stockholder; recusal on related-party votes at HSY
Milton Hershey School	Board of Managers	Jan 2019–present	Stakeholder oversight; recusal on related-party votes at HSY
ADG Technology Inc.	Director	Jul 2018–present	Technology advisory/oversight

Board Governance

Committee assignments: Compensation and Human Capital Committee; Finance and Risk Management Committee. No chair roles .
Independence status: Board determined he is independent under NYSE and SEC rules; his roles at Hershey Trust Company/Milton Hershey School do not impact independence; he does not vote on HSY decisions regarding transactions with these entities and receives only HSY director compensation from HSY/HTC/MHS .
Attendance and engagement: HSY Board held 20 meetings in 2024; each incumbent director attended at least 97% of Board and committee meetings; independent directors met in eight executive sessions in 2024 . Compensation Committee met 7 times; Finance & Risk Management Committee met 5 times in 2024 .
Special committees: November 2024 special committee (seven meetings) was composed entirely of non‑employee directors unaffiliated with HTC/MHS; January 2025 CEO search special committee likewise non‑employee directors; no extra fees for service—both signal disciplined governance around controlling stockholder interactions and succession .

Fixed Compensation

Component (Director)	Amount/Terms	2024 Cordel Amount
Annual cash retainer	$105,000 (non‑employee directors)	$68,654 (prorated from May 6, 2024 start)
Committee chair retainers	$25,000 (Audit/Comp/Gov/Finance chairs)	None (not a chair)
Lead Independent Director retainer	$50,000 (if applicable)	None
RSU grants (equity)	$170,000 target annually, granted quarterly ($42,500 per quarter)	$111,154 recognized expense in 2024 (prorated)
Meeting fees	Not disclosed/none typical	Not disclosed

RSU mechanics: granted quarterly; vest one year post-grant; dividend equivalents accrue; vesting accelerates upon retirement, disability, death, change in control or certain HTC board term-limit outcomes .
2024 total director compensation (Cordel): $179,808 (cash fees $68,654; stock awards $111,154; no other comp) .
Payment/deferral elections: Cordel took fees in cash; no deferrals or share elections disclosed .

Performance Compensation

Directors do not receive performance-based bonuses or PSUs; equity compensation for directors is time‑based RSUs only—no performance metrics tied to director pay .

Company-level incentive metrics under Board oversight (context for pay-for-performance discipline):

Metric	2024 Result	Impact on Annual Incentive Payout
Net Sales (constant currency, M&A-adjusted)	0.4% growth	Contributed to 47% of target payout
Adjusted EPS – Diluted	(2.3%) growth	Contributed to 47% of target payout
EBIT Margin % (adjusted)	23.17%	Maximum metric performance component
Market Share Modifier (binary +/-10%)	Net −6%	Reduced Company score; final OHIP payout 47% of target

2022–2024 PSU cycle (for executives): vested at 123.34% of target (TSR 42nd percentile; EPS CAGR 9.2%; FCF $5,073M), evidencing mixed but net positive performance alignment—useful for director oversight .

Other Directorships & Interlocks

Entity	Role	Interlocks/Notes
HSY Compensation Committee	Member (2024)	No compensation committee interlocks or insider participation issues disclosed; all 2024 Comp Committee members were non‑employees
Hershey Trust Company	Director	Affiliated with controlling stockholder; HSY independence maintained via recusal protocols
Milton Hershey School	Board of Managers	Affiliated; HSY recusal on related-party votes
ADG Technology Inc.	Director	Technology governance experience

Expertise & Qualifications

Consumer technology, M&A, international business, corporate governance; founder/CEO background in emerging markets (Africa), adding digital and fintech perspective to HSY’s board .
Board‑level skills mix at HSY emphasizes M&A (91%), risk management (82%), international experience (82%), and financial/investment leadership (73%); his profile aligns with these priorities .

Equity Ownership

Item	Quantity/Value	Notes
Common Stock beneficially owned	0 shares (less than 1%)	As of Mar 7, 2025; based on 147,949,462 shares outstanding
Exercisable stock options	0	Director equity is RSUs, not options
Deferred Common Stock Units	0	No deferrals disclosed for 2024
RSUs outstanding (12/31/2024)	596 units; $100,933 market value	Valued at $169.35 closing price; includes dividend equivalents
Ownership guidelines	5x annual retainer required	Directors must meet by Jan 1 following 5th anniversary
Compliance status	Not yet required to meet; deadline Jan 1, 2030	Newer director; aligned with guideline timeline
Hedging/pledging	Prohibited for directors	Anti‑hedging/pledging policy in place

Ownership alignment note: 2024 compensation mix was roughly ~62% equity ($111k stock awards of $180k total), increasing skin‑in‑the‑game despite mid‑year onboarding .

Governance Assessment

Strengths
- Independent status despite HTC/MHS affiliations; formal recusal from related‑party votes mitigates conflict risk .
- Active committee roles (Compensation; Finance & Risk) with high meeting cadence (7 and 5, respectively), plus Board attendance ≥97%, indicating engagement .
- No compensation committee interlocks; independent consultant F.W. Cook supports objective pay decisions; robust clawback, anti‑hedging/pledging policies .
- HSY shareholders strongly endorse pay practices (2024 say‑on‑pay: >88% Common, >98% combined) enhancing confidence in board oversight .
Conflict controls and transparency
- Special committees for HTC/MHS matters limited to unaffiliated directors; related‑party transactions quantified and overseen by independent reviewing committees; ordinary-course amounts immaterial ($1.4M sales; $1.5M purchases in 2024) .
- Governance enhancements (majority voting and resignation policy; stockholder right to fill board vacancies) strengthen accountability during transition .
RED FLAGS to monitor
- Affiliation with controlling stockholder (HTC/MHS) demands continued vigilance; ensure strict adherence to recusal protocols and independent committee review of related‑party transactions .
- Early‑tenure ownership below guideline (typical for new directors) — track progress toward 5x retainer by Jan 1, 2030 .

Overall, Cordel Robbin‑Coker adds digital consumer, M&A, and international expertise beneficial to HSY’s strategic and risk oversight. Independence safeguards and transparent related‑party processes reduce conflict risk; attendance and committee workload indicate strong engagement, supporting investor confidence .