Deirdre Mahlan
Director at HSY
Board
About Deirdre A. Mahlan
Deirdre A. Mahlan, age 62, is an independent director nominee to The Hershey Company’s Board to be elected by holders of the Common Stock voting separately as a class at the May 6, 2025 annual meeting; she is a “New Nominee” with 0 years of HSY board service as of the proxy date . She is the former President, Chief Executive Officer and Chairperson of The Duckhorn Portfolio, Inc. (Sept 2023–Jan 2025), and previously served as President of Diageo North America (2015–2020) after a 19‑year career at Diageo including roles as Chief Financial Officer, Deputy Financial Officer, and Head of Tax & Treasury; she holds a B.S. from NYU and an MBA from Columbia University . The Board determined all director nominees other than HSY’s CEO are independent under NYSE/SEC standards and the Board’s Corporate Governance Guidelines, which include more stringent Audit Committee independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Duckhorn Portfolio, Inc. | President, CEO and Chairperson | Sept 2023 – Jan 2025 | Senior leadership of luxury wine company |
| Diageo North America | President | 2015 – 2020 | Led U.S. and Canadian spirits/beer businesses |
| Diageo plc | CFO; Deputy CFO; Head of Tax & Treasury (among other finance roles) | 19-year career (dates not specified) | Global finance and accounting leadership; public company CFO experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kimberly-Clark Corporation | Director | Sept 2021 – Present | Current public company directorship |
| The Duckhorn Portfolio, Inc. | Director | Mar 2021 – Dec 2024 | Ended prior to HSY nomination |
| Haleon plc | Director | Jul 2022 – Sept 2024 | Ended prior to HSY nomination |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all nominees except the CEO are independent under NYSE/SEC and HSY guidelines; determination based on stringent Audit Committee standards . |
| Committee assignments | New nominee (no committee assignments yet) . |
| Election mechanics | One of two nominees elected by holders of Common Stock voting separately as a class; majority voting standard with resignation policy adopted March 4, 2025 for uncontested elections . |
| Board structure context | Lead Independent Director role in place while Chair/CEO combined; responsibilities include agenda approval, executive sessions, CEO evaluation, and stockholder outreach (incumbent served until the 2025 meeting) . |
| Term/age limits | 13-year term limit for non-employee directors; generally not re-nominated after age 72 . |
| Attendance | N/A (new nominee; no 2024 HSY service) . |
Fixed Compensation
Non-employee director compensation structure (applies to 2024 and unchanged for 2025):
| Component | Amount | Notes |
|---|---|---|
| Annual retainer – non-employee director | $105,000 | Payable quarterly; director may elect cash or stock; deferral available . |
| Annual retainer – Chairman of the Board (if non-employee) | $150,000 | In addition to director retainer . |
| Lead Independent Director retainer | $50,000 | In addition to director retainer; paid in cash; not eligible for additional pay if deferred unless elected . |
| Committee chair retainers (Audit, Compensation, Governance, Finance & Risk) | $25,000 | In addition to director retainer . |
Additional mechanics:
- Retainers paid quarterly (Mar 15, Jun 15, Sep 15, Dec 15 or prior business day); deferral options include a cash account or Common Stock unit account under the Directors’ Compensation Plan .
Performance Compensation
| Equity Element | Grant Value/Formula | Vesting | Other Terms |
|---|---|---|---|
| Annual RSU award | $170,000 target per year (granted quarterly at $42,500 per quarter divided by avg. closing price over last 3 trading days before grant) | One year after grant; earlier on retirement (≥ age 60 or ≥13 years’ service), death, disability, Change in Control as defined in EBPP 3A, or as otherwise determined by Board; special vesting for HTC directors not renominated due to HTC term limits | Dividend equivalent units credited; payout in shares or deferred as stock units until Board service ends . |
Notes:
- The Board reviewed/kept the 2024 structure and determined no changes for 2025; equity represents the larger portion of the annual director pay mix ($170k RSU vs $105k cash retainer) .
Other Directorships & Interlocks
| Company | Relationship to HSY (supplier/customer/competitor) | Interlock/Conflict Notes |
|---|---|---|
| Kimberly-Clark Corporation | Not identified as a related party in HSY proxy disclosures | No related-party or interlock conflicts disclosed; Board independence determinations based on review of relationships and payments . |
Expertise & Qualifications
- Former public company CFO and divisional President with extensive finance, capital markets, and financial reporting experience suitable for audit/finance oversight .
- Senior leadership in branded consumer goods (CPG), including international and risk management exposure .
- Education: B.S., New York University; MBA, Columbia University .
Equity Ownership
Beneficial ownership as of March 7, 2025:
| Holder | Common Stock | Exercisable Options | Deferred Stock Units | % of Common Stock |
|---|---|---|---|---|
| Deirdre A. Mahlan (director nominee) | 0 | 0 | 0 | <1% |
Notes:
- Beneficial ownership table shows no HSY Common Stock, options, or deferred units reported for Ms. Mahlan as of the record date .
- Director ownership guideline: 5× annual retainer in Common Stock; compliance required by Jan 1 following the fifth anniversary of board service commencement (as of Dec 31, 2024, compliance noted for seated directors except certain newly added directors; Ms. Mahlan not yet subject as a new nominee) .
Governance Assessment
- Independence and election dynamics: Ms. Mahlan has been deemed independent by the Board under stringent standards, and is nominated for a Common Stock class seat in HSY’s dual-class structure, providing direct representation for the Common Stock class .
- Skill fit: Her CFO background and leadership of major CPG operations align with HSY’s board skill matrix (financial/investment leadership, operational leadership, CPG) and strengthen finance and risk oversight capacity .
- Pay alignment: Director pay structure emphasizes equity via time-based RSUs ($170k) over cash retainer ($105k), with robust ownership guidelines (5× retainer), supporting alignment though awards are not performance-vested .
- Conflicts/related parties: Proxy independence determinations involved review of relationships/payments; no specific related-party transactions are disclosed for Ms. Mahlan; she is not among directors with HTC/Milton Hershey School roles that required special consideration .
- Board accountability environment: Adoption of a majority voting standard with a resignation policy for uncontested elections in March 2025 enhances accountability for all nominees, including Ms. Mahlan if elected .
No RED FLAGS identified in HSY disclosures for Ms. Mahlan regarding conflicts, attendance, or director pay anomalies as of the 2025 proxy .