Deepak Bhatia

About Deepak Bhatia

Deepak Bhatia is Senior Vice President and Chief Technology Officer (CTO) at The Hershey Company, joining on Oct. 23, 2023 as the company’s first-ever CTO after 12 years at Amazon where he most recently served as VP of Supply Chain Optimization Technologies; earlier roles include senior management at Applied Materials and engineering at Daewoo Motors India (MS, Stanford; MS, Purdue; BS, Punjab Engineering College) . Company performance context during his tenure includes 2024 net sales growth of 0.4% and adjusted EPS down 2.3% with OHIP (annual incentive) funded at 47% of target, and the 2022-2024 PSU cycle vesting at 123.34% driven by 42nd percentile TSR and 9.2% adjusted EPS CAGR .

Past Roles

Organization	Role	Years	Strategic impact
Amazon	VP, Supply Chain Optimization Technologies (SCOT); prior leadership within supply optimization	~12 years	Led software engineering, product, and science for core supply management, bringing AI/optimization expertise now applied to Hershey’s manufacturing/supply chain and forecasting .
Applied Materials	Senior management roles (supply chain optimization; predictive analytics)	~11 years	Built predictive analytics to inform product and innovation strategies; operations excellence foundation .
Daewoo Motors India	Engineer and team lead	Early career	Engineering and operations experience .

External Roles

No public company directorships or external board roles disclosed in Hershey’s 2025 proxy for Mr. Bhatia .

Fixed Compensation (2024)

Item	2024 Amount
Base Salary	$725,000
Target Bonus (% of base)	100%
Actual OHIP Cash Payout	$340,750 (Company score 47% of target)

Performance Compensation

2024 OHIP (Annual Incentive) Design and Results

Metric	Target (weight)	Actual	Modifier/Result	Company Score Impact
Net Sales (constant currency)	$11.512B (50%)	$11.215B; 0.4% growth	Below target	Included in 47% total
Adjusted EPS – Diluted	$9.59 (25%)	$9.37; (2.3%) growth	Below target	Included in 47% total
EBIT Margin %	22.80% (25%)	23.17%	Above target	Included in 47% total
Market Share Modifier	+/-10%	-6% (U.S. CMG below target; RTE Popcorn+Pretzels above)	Reduced score	Final Company Score: 47%

2024 Long-Term Incentives (granted Feb 21, 2024)

Component	Design	Award Detail
PSUs (65% mix)	3-year cycle (2024-2026) with metrics: 34% relative TSR vs 2024 peer group, 33% 3-yr adjusted EPS CAGR, 33% 3-yr Free Cash Flow % of Net Sales	Target PSUs: 6,121; threshold 3,000s; max 15,303; grant-date fair value included in $1,870,098 total (with RSUs)
RSUs (35% mix)	Time-based, vest ratably over 3 years	RSUs granted: 3,296 units (part of $1,870,098 grant-date value)
Special RSUs (Nov 2023)	Inducement RSUs vest over 2 or 3 years (for new-hire awards)	Present in unvested totals
2022-2024 PSU Payout (Company-wide)	TSR 42nd percentile; 9.2% 3-yr adj EPS CAGR; $5,073M cum FCF → 123.34% payout	Paid Feb 2025; Bhatia recorded 2024 equity vesting of 16,990 shares valued $3,403,471 (RSUs/PSUs per footnote)

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	10,459 common shares; <1% of outstanding
RSUs Unvested (12/31/2024)	21,406 units; market value $3,759,483 at $169.35 (incl. dividend equivalents)
PSUs Outstanding (Threshold counts at 12/31/2024)	3,117 (2023–2025 cycle) and 3,061 (2024–2026 cycle); aggregate threshold counts shown with values at $169.35
Vested within 60 days (as of 3/7/2025)	1,098 RSUs scheduled to vest/pay within 60 days
Hedging/Pledging	Prohibited by insider trading policy; no pledging allowed
Stock Ownership Guidelines	Senior Vice Presidents must hold 3× base salary; 5 years to comply from appointment

Employment Terms

Appointment and role: Named Hershey’s first CTO effective Oct. 23, 2023; member of Executive Committee; mandate to lead global tech strategy (automation, AI, forecasting, cybersecurity, supply-chain optimization) .
Annual incentive: OHIP as above; individual targets aligned with Company metrics .
Long-term incentives: Mix of PSUs (performance) and RSUs (time-based); no stock options granted since 2018 for executives .
Severance (Executive Benefits Protection Plan – Group 3A): If terminated without Cause or resigns for Good Reason (not CIC), cash severance 1.5× salary, 18 months OHIP continuation (target or actual per plan), 18 months benefits; prorated vesting of time-based equity; post-termination option/RSU treatment per plan .
- Illustrative incremental benefits if terminated on 12/31/2024: Bhatia total $4,347,030 (salary $1,087,500; OHIP $1,087,500; RSU vest $2,077,381; benefits $34,899; financial planning/outplacement $59,750) .
Change in Control (double trigger): If not replaced with qualifying awards, RSUs/Options vest; PSU cash-out based on higher of target/actual through CIC at transaction value; with termination within two years post-CIC, severance equals 2× (salary + Highest OHIP), benefits continuation up to 24 months, enhanced retirement/DC SERP and 401(k) credits, plus vesting of replacement awards .
- Illustrative incremental amounts at CIC on 12/31/2024: Bhatia total $5,959,560 (OHIP differential $384,250; PSU $1,602,066; RSU $3,759,483; DC SERP/401k vesting $213,761) .
Non-compete/Non-solicit: ECRCA restrictive covenants (12-month non-compete; confidentiality; non-solicit; global scope as applicable) tied to equity and SERP recovery provisions .
Clawbacks: Dodd-Frank compliant Compensation Recovery Policy (3-year lookback for restatements, no-misconduct requirement) plus enhanced misconduct clawback across OHIP/LTI .
Tax gross-ups: Generally not provided (exceptions for relocation/common programs) .

Investment Implications

Alignment: High equity at-risk exposure via RSUs/PSUs, stock ownership guideline (3× salary), and hedging/pledging prohibitions create strong alignment with long-term TSR and cash generation; at-risk pay for NEOs averaged 78% in 2024 (CEO 89%) .
Retention dynamics: Significant unvested RSUs ($3.76M at 12/31/2024) and multi-year PSUs support retention; 2024 $500,000 anniversary bonus is subject to repayment if voluntarily leaving within 36 months of start date, further reducing near-term departure risk .
Pay-for-performance signal: 2024 annual incentive funded at 47% amid cocoa cost pressures and share losses (modifier -6%), while the 2022–2024 PSU cycle still paid 123.34% on EPS and TSR—highlighting near-term headwinds but solid multi-year execution; monitor how 2024–2026 PSU metrics (including FCF% of sales) progress under Bhatia’s tech roadmap .
Potential selling pressure windows: Expect vest-driven liquidity events around annual RSU tranches (Nov 2023 special RSUs: 2–3 year schedule; Feb 2024 RSUs: 3-year schedule). Monitor Form 4 filings around those vest dates for tax-withholding sales; current proxy shows no pledging allowed and no options outstanding to drive exercises .
Strategic execution: As CTO, Bhatia is prioritizing automation in manufacturing/supply chain, advanced forecasting, data science, and cybersecurity to improve efficiency and ROI on trade/media spend—areas that can expand margins and stabilize cash flows if delivered at scale .

Appendices

2024 Compensation Detail (per Proxy Summary Compensation Table)

Component	2024 Amount
Salary	$725,000
Bonus	$500,000 (anniversary/inducement)
Stock Awards (Grant-date fair value: PSUs+RSUs)	$1,870,098
Non-Equity Incentive (OHIP)	$340,750
All Other Compensation (retirement/DC SERP/benefits)	$198,568

Ownership Table Reference (as of March 7, 2025)

Holder	Common Stock	RSUs vesting within 60 days	% of Common Stock
Deepak Bhatia	10,459	1,098	<1%

Notes:

Attempted to retrieve recent Form 4 insider transactions for “Deepak Bhatia” at HSY; data service returned unauthorized error; analysis therefore relies on proxy-stated ownership and vesting schedules.