Harold Singleton
Director at HSY
Board
About Harold Singleton III
Independent director nominee (Age 63) with over 20 years in investment management and financial services leadership, including roles at Lincoln Financial Group and PineBridge Investments. He is a CFA charterholder, NACD Directorship Certified, and holds the NACD CERT Certificate in Cyber-Risk Oversight. Education: B.S. Chemical Engineering (Illinois Institute of Technology) and MBA in Finance (University of Chicago Booth). Nominated in 2025; “Years on Board: 0.” Recommended by Hershey Trust Company; currently a director of Hershey Trust Company and a member of the Milton Hershey School Board of Managers. Independence affirmed by the Board notwithstanding those affiliations, with recusals on related-party matters.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Financial Group | Vice President, Managing Director/Head of Manager Selection & Portfolio Construction | Mar 2016 – Jan 2022 | Led manager selection/portfolio construction; senior leadership in investment management |
| PineBridge Investments | Managing Director, Head of Asset Management Companies; Global Head of Retail & Intermediary Sales | Nov 2010 – May 2012 | Senior commercial and distribution leadership globally |
| Various investment firms | Executive, portfolio manager, analyst roles | 20+ years (prior period) | Broad financial/investment leadership and governance experience |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Hershey Trust Company | Director | Jan 2023 – Present | Affiliate of HSY; trustee for controlling stockholder |
| Milton Hershey School | Board of Managers (governing body) | Jan 2023 – Present | Affiliate of HSY; largest stockholder’s sole beneficiary |
| Fidelity Rutland Square Trust II (Fidelity Investments) | Mutual Fund Board of Trustees | Jan 2024 – Present | Registered investment company board service |
| WisdomTree, Inc. | Director (former) | Jan 2022 – Nov 2023 | Former public company directorship |
| Illinois Institute of Technology | Board role | May 2012 – Present | University governance |
| Executive Leadership Council | Member | Jan 2025 – Present | Executive leadership network |
Board Governance
- Independence: Board determined all nominees except the CEO are independent; specifically considered the HTC/MHS affiliations for Singleton and concluded they do not impair independence. HTC/MHS-affiliated directors (including Singleton) do not receive compensation from HTC/MHS and do not vote on HSY Board decisions involving HTC/MHS entities.
- Committee assignments: “New Nominee” (no standing committee assignment yet as of the 2025 proxy).
- Board cadence and engagement: 20 Board meetings in 2024; independent directors met in executive session 8 times; each incumbent director attended at least 97% of Board and committee meetings they served on (average 97%). (Singleton was not on the Board in 2024.)
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging Company stock.
- Governance structure: Four independent standing committees; Lead Independent Director; annual elections; 72 retirement age guideline and 13-year term limit for non-employee directors; regular third-party board evaluations.
Fixed Compensation
| Component | HSY Non-Employee Director Amount/Policy | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $105,000 | Payable quarterly; director may elect cash or HSY common stock and may defer under plan |
| Annual RSU grant (target grant date fair value) | $170,000 | Granted quarterly; expense recognition aligns with quarterly grant dates |
| Lead Independent Director retainer (if applicable) | $50,000 | In addition to annual retainer |
| Committee chair retainers (Audit, Compensation, Governance, Finance & Risk) | $25,000 | In addition to annual retainer |
| Payment and deferral mechanics | Quarterly payments on/around Mar 15, Jun 15, Sep 15, Dec 15; directors may defer retainers and invest in cash account or common stock units | Stock equivalency options under Directors’ Compensation Plan |
- Mix signal: Standard director pay skews toward equity (approx. $170k equity vs. $105k cash), aligning director interests with shareholders. Based on disclosed 2025 elements unchanged from 2024.
Performance Compensation
| Element | Structure | Metrics/Performance Conditions |
|---|---|---|
| RSUs to directors | Granted quarterly ($42,500 per quarter), vest after 1 year; dividend equivalents accrue; may be deferred into stock units | No performance metrics disclosed for director RSUs; vesting time-based, with accelerated vesting upon retirement, death, disability, change in control, or specified HTC term-limit circumstances for HTC directors |
| Options/bonuses/meeting fees for directors | Not disclosed in director program | 2024 director compensation reflects cash retainers and RSUs; no option or bonus columns disclosed for directors |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Hershey Trust Company / Milton Hershey School | Affiliate/controlling stockholder & beneficiary | Director / Board of Managers | Board determined independence remains intact; HTC/MHS-affiliated directors (incl. Singleton) recuse from votes on HSY decisions involving HTC/MHS; no compensation from HTC/MHS beyond HSY board service |
| Fidelity Rutland Square Trust II | Investment company | Trustee | Financial services governance exposure; no HSY-related transaction disclosed |
| WisdomTree, Inc. (former) | Public company | Former Director | Past service; no HSY-related transaction disclosed |
Expertise & Qualifications
- Financial/investment leadership, portfolio construction, and manager selection expertise; international business and corporate governance experience.
- Professional credentials: CFA charterholder; NACD Directorship Certified; NACD CERT in Cyber-Risk Oversight.
- Education: B.S. Chemical Engineering (Illinois Institute of Technology); MBA Finance (Chicago Booth).
Equity Ownership
| Holder | Common Stock | Exercisable Stock Options | Deferred Common Stock Units | % of Common | Class B Common | % of Class B |
|---|---|---|---|---|---|---|
| Harold Singleton III | — | — | — | <1% | — | <1% |
| Note: As of March 7, 2025 beneficial ownership table; “—” indicates none reported; “<1%” per proxy legend. |
- Stock ownership guideline: Non-employee directors must own HSY shares equal to at least 5× annual retainer; compliance deadline is January 1 following the fifth anniversary of becoming a director. As of Dec 31, 2024, directors were in compliance except the newest directors (Kraus, Ozan, Robbin‑Coker) who remain within their compliance window. Singleton was not a director as of that date and would receive the standard five-year window.
Governance Assessment
-
Strengths
- Independent status affirmed despite HTC/MHS roles; explicit recusal on related-party matters reduces conflict risk.
- Deep financial and investment governance background (CFA; senior roles in asset management); governance/cyber oversight credentials bolster risk oversight.
- Equity-heavy director pay design and strict anti-hedging/pledging policies support alignment with shareholders.
- Robust meeting cadence and high attendance by incumbents indicate an engaged board environment he is entering.
-
Watch items / potential investor questions
- HTC/MHS affiliations can present perceived influence risks; while mitigated by recusals and Board independence determination, continued transparency on “Certain Transactions and Relationships” is important.
- New to HSY Board with no reported personal HSY shareholdings as of the record date; initial equity position will depend on annual/quarterly RSU grants and accumulation toward 5× retainer guideline.
- External fiduciary roles (e.g., Fidelity Rutland Square Trust II) increase governance workload; monitoring of attendance post-appointment is warranted (context: HSY held 20 meetings in 2024).
-
Contextual governance signals
- HSY say-on-pay has historically received >90% approval, indicating broad shareholder support for compensation governance.
- Special committees formed in late 2024 (HTC/MHS-related matters) and early 2025 (CEO search) did not pay additional fees, limiting risk of pay anomalies.
Summary: Singleton brings financial rigor and governance/cyber credentials that are relevant to HSY’s risk and capital oversight. His HTC/MHS affiliations are mitigated by recusal and compensation limits and were explicitly evaluated by the Board, which concluded independence. Near-term alignment will be driven by the RSU program and progress toward ownership guidelines.