Huong Maria Kraus
Director at HSY
Board
About Huong Maria T. Kraus
Huong Maria T. Kraus, age 53, has served on The Hershey Company board since 2023 and sits on the Audit and Governance Committees; she is Chairman of Hershey Trust Company and Milton Hershey School (since Dec 2023), having previously served as Vice Chair (Dec 2020–Dec 2023) and as a director/Board of Managers member since January 2018 . She is currently CFO of Wedgewood Pharmacy (since June 2021) and previously held senior finance and corporate development roles at PPD’s Accelerated Enrollment Solutions (2019–2021) and Bioclinica/Clario (2015–2019); she holds a bachelor’s degree in Accounting from Pennsylvania State University and brings 25 years of finance, strategy, M&A experience . The Board has determined she is independent under NYSE and SEC rules; given her roles with Hershey Trust Company/Milton Hershey School, she does not vote on Board decisions involving Company transactions with those entities, and the Board concluded these affiliations do not impact her independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wedgewood Pharmacy | Chief Financial Officer | June 2021–Present | Finance leadership; deep understanding of financial matters |
| Accelerated Enrollment Solutions (PPD division) | Chief Financial Officer | Sept 2019–June 2021 | Senior finance role in drug development services; corporate finance oversight |
| Bioclinica (now Clario) | EVP, Corporate Development & Strategy | Mar 2015–Aug 2019 | M&A and corporate development expertise; strategy leadership |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Hershey Trust Company | Chairman; Director | Chairman since Dec 2023; Director since Jan 2018 | HTC is Hershey’s controlling stockholder; Board considered this in independence determination |
| Milton Hershey School | Chairman of Board of Managers; Member | Chairman since Dec 2023; Member since Jan 2018 | Affiliated with controlling stockholder’s beneficiary; independence preserved with recusal on related transactions |
| Girl Scouts of Eastern Pennsylvania | Director | May 2008–May 2023 | Non-profit board service |
Board Governance
- Committee assignments: Audit Committee member; Governance Committee member . The Audit Committee report lists her as a signatory alongside the chair and other members, evidencing active participation .
- Meeting cadence and attendance: Board held 20 meetings in 2024; each incumbent director attended at least 97% of Board and committee meetings; independent directors held 8 executive sessions; all incumbent directors attended the annual meeting .
- Committee activity levels: Audit (6 meetings), Compensation and Human Capital (7), Finance and Risk Management (5), Governance (5), Executive (3) in 2024 .
- Independence and related-party oversight: The Board applies audit-committee-level independence standards to all directors. For directors affiliated with Hershey Trust Company/Milton Hershey School (including Ms. Kraus), the Board reviewed transactions with these affiliates and determined independence; Ms. Kraus receives compensation solely as an HSY director and does not vote on Board decisions tied to transactions with these entities . Related person transaction policy requires review/approval by independent directors; during 2024, no transactions requiring Item 404 disclosure occurred .
- Special committees: In Nov 2024, a special committee unaffiliated with HTC/MHS reviewed certain matters (7 meetings); no additional compensation was paid. In Jan 2025, a special committee was formed for CEO search; no additional compensation will be paid .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual retainer (non-employee director) | 105,000 | Paid quarterly; directors may elect cash or Common Stock and may defer |
| Lead Independent Director fee | N/A | Applies only to LID role; set at 50,000 when applicable |
| Committee chair fees | N/A | Chairs receive 25,000; Ms. Kraus is not a chair |
| All other compensation | 5,000 | Company charitable gift matching (up to 5,000 annually) |
| Total | 280,000 | Sum of cash fees and stock awards expensed (see Performance Compensation) |
Retainer payment elections (2024): Ms. Kraus received 105,000 in cash; no amounts were paid in stock or deferred under the Directors’ Compensation Plan for her retainer and fees .
Performance Compensation
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| RSU grant value ($) | 42,500 | 42,500 | 42,500 | 42,500 |
| Grant date | Jan 1, 2024 | Apr 1, 2024 | Jul 1, 2024 | Oct 1, 2024 |
| Vesting | One year after grant (time-based) | One year after grant (time-based) | One year after grant (time-based) | One year after grant (time-based) |
| Dividend equivalents | Credited during restriction period | Credited during restriction period | Credited during restriction period | Credited during restriction period |
| Deferral option | Payable in shares or deferrable as stock units at vest | Payable in shares or deferrable as stock units at vest | Payable in shares or deferrable as stock units at vest | Payable in shares or deferrable as stock units at vest |
Additional 2024 director equity details:
- Annual RSU grant target value: 170,000 per director; expensed at grant-date fair value each quarter .
- RSUs outstanding and value at 12/31/2024 for Ms. Kraus: 920 RSUs; market value 155,802 (based on 169.35 stock price) .
- RSUs scheduled to vest within 60 days of 3/7/2025 for Ms. Kraus: 225 RSUs .
- Change-in-control and retirement provisions: RSUs vest earlier upon death, disability, retirement, change in control (as defined in EBPP 3A), or certain Hershey Trust Company term-limit circumstances; dividend equivalents paid in stock units at vest; deferral available under Directors’ Compensation Plan .
Other Directorships & Interlocks
| Company/Entity | Type | Role/Committee | Tenure | Notes |
|---|---|---|---|---|
| Hershey Trust Company | Private trust company | Chairman; Director | Chairman since Dec 2023; Director since Jan 2018 | Controlling stockholder of HSY; independence maintained via recusal on related transactions |
| Milton Hershey School | Non-profit educational | Chairman Board of Managers; Member | Chairman since Dec 2023; Member since Jan 2018 | Affiliated with controlling stockholder’s beneficiary |
| Girl Scouts of Eastern Pennsylvania | Non-profit | Director | May 2008–May 2023 | Community engagement; no HSY conflict indicated |
Expertise & Qualifications
- 25 years in finance, strategy, corporate development; CFO experience with Wedgewood Pharmacy and PPD’s AES division; prior EVP Corporate Development & Strategy at Bioclinica/Clario .
- Financial literacy and deep understanding of financial matters; strong M&A and corporate development background .
- Brings insights from Hershey’s largest stockholder via her roles at Hershey Trust Company/Milton Hershey School .
- Education: Bachelor’s degree in Accounting, Pennsylvania State University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common Stock owned | 720 shares; <1% of outstanding | Based on 147,949,462 shares outstanding at 3/7/2025 |
| RSUs outstanding at 12/31/2024 | 920 units; market value 155,802 | Value uses 169.35 closing price on 12/31/2024 |
| RSUs vesting within 60 days of 3/7/2025 | 225 units | Will vest and be paid/deferrable per plan |
| Deferred Common Stock Units | None reported | No deferrals shown for Ms. Kraus |
| Ownership guidelines | 5x annual retainer; compliance deadline Jan 1, 2029 for Ms. Kraus | All directors except Kraus/Ozan/Robbin-Coker already compliant as of 12/31/2024 |
Governance Assessment
- Independence and conflicts: While she chairs entities affiliated with HSY’s controlling stockholder, the Board applies heightened independence standards, restricts her voting on Board decisions involving transactions with Hershey Trust Company/Milton Hershey School, and concluded her roles do not impair independence—a positive governance control for potential conflicts . Related person transaction policy is robust; no Item 404 transactions requiring disclosure in 2024 .
- Board effectiveness and engagement: Very high attendance (≥97%) across 20 Board meetings in 2024, plus regular executive sessions (8), indicates strong engagement; Audit and Governance committee membership aligns with her finance/governance skillset .
- Compensation alignment: Standard HSY director pay mix (105,000 cash retainer, 170,000 RSU equity) targets market median and includes quarterly time-based RSUs with dividend equivalents and deferral options; no meeting fees or special committee fees paid, indicating disciplined governance of director pay .
- Ownership alignment: She holds 720 shares and 920 RSUs outstanding; not yet at 5x retainer guideline but has until Jan 1, 2029 to meet—monitor progress given alignment importance; no pledging disclosed .
- RED FLAGS: Potential perceived conflict due to leadership roles at the controlling stockholder/beneficiary; mitigated by recusal and independent committee oversight. Low direct share ownership at present relative to guidelines—watch for build-up over time .