James Turoff
Senior Vice President, General Counsel and Secretary at HSY
Executive
About James Turoff
Senior Vice President, General Counsel and Secretary of The Hershey Company. Age 48 as of February 10, 2025; tenure includes Acting General Counsel (December 2020) before promotion to SVP, GC & Secretary (May 2021), following prior roles leading SEC reporting, corporate governance and compliance since 2017 . As corporate secretary, he signs HSY’s proxy materials “By order of the Board,” reflecting governance accountability . Executive compensation at HSY is tightly linked to performance with Net Sales, Adjusted EPS, Free Cash Flow and TSR driving payouts; recent performance highlights include Net Sales growth of 0.3% and Adjusted EPS-diluted decline of 2.3% in 2024, and 7.2% Net Sales growth with 12.6% Adjusted EPS-diluted growth in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Hershey Company | SVP, General Counsel & Secretary | May 2021–present | Oversees corporate legal, governance and SEC reporting; corporate secretary signing Board communications |
| The Hershey Company | Acting General Counsel | Dec 2020–May 2021 | Transition leadership of legal function |
| The Hershey Company | Vice President, Deputy General Counsel | Mar 2019–Dec 2020 | Deputy oversight of legal matters |
| The Hershey Company | Vice President, SEC, Corporate Governance & Compliance | Mar 2018–Mar 2019 | Led SEC reporting, governance and compliance |
| The Hershey Company | Associate General Counsel, Securities & Governance and Business Transformation | May 2017–Mar 2018 | Securities and governance counsel supporting transformation initiatives |
External Roles
No external public-company directorships or committee roles are disclosed for Turoff in HSY’s executive officer listings or proxy materials reviewed .
Fixed Compensation
- HSY discloses fixed compensation for Named Executive Officers (NEOs) in the Summary Compensation Table; Turoff is not listed as a NEO in 2024–2022, so his base salary and any OHIP payouts are not disclosed in those tables .
- HSY’s insider trading policy and governance framework apply to all officers, including prohibitions on hedging and pledging, and significant stock ownership guidelines (see Equity Ownership & Alignment) .
Performance Compensation
HSY program structure (applies to executive officers, including SVPs like General Counsel):
- Annual OHIP uses financial metrics (Net Sales, Adjusted EPS, EBIT Margin %) with performance caps; Net Sales was the most heavily weighted OHIP measure in 2024 (50% of financial performance funding) .
- Long-term incentives are 65% PSUs and 35% RSUs; stock options were removed from annual LTI program (no options granted in 2024–2023; options discontinued from annual program in 2019; and, for executive officers, none since 2018) .
2024 OHIP metrics (company-wide):
| Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Net Sales (non-GAAP) | Heaviest weighted (50% of funding) | Not disclosed herein | 0.3% growth (performance highlight) | Funding driver for 2024 OHIP; see CD&A for full mechanics | Annual cash; paid per OHIP terms |
| Adjusted EPS-diluted (non-GAAP) | Part of OHIP | Not disclosed herein | (2.3%) growth (performance highlight) | Part of OHIP company score | Annual cash |
| EBIT Margin % (non-GAAP) | Part of OHIP | Not disclosed herein | Not disclosed herein for 2024 | Part of OHIP company score | Annual cash |
2021–2023 PSU cycle (company-wide):
| Metric | Weighting | Target | Actual | Final Payout | Vesting |
|---|---|---|---|---|---|
| Total Shareholder Return (TSR) | 34% | 50th percentile | 91st percentile | 250% of target | PSUs earned after 3-year cycle; paid post-Committee approval |
| 3-year CAGR in Adjusted EPS-diluted (non-GAAP) | 33% | 6.5% CAGR | 13.8% CAGR | Included in 250% total | 3-year cycle |
| 3-year Cumulative Free Cash Flow (non-GAAP) | 33% | $4,253M | $4,916M | Included in 250% total | 3-year cycle |
Note: 2022–2024 and 2023–2025 PSU cycles use the same three metrics and weightings . 2022–2024 PSU payouts for NEOs were approved at 123.34% of target on February 19, 2025 (stock awards valued at $163.90 on payout date; timing applies to NEOs) .
Equity Ownership & Alignment
Policies and current known holdings:
- Anti-hedging and anti-pledging: Officers and insiders are prohibited from hedging, holding HSY stock in margin accounts, or pledging HSY stock as collateral; strong clawback policy in place .
- Executive stock ownership guidelines: CEO 6x salary; CFO and Senior Vice Presidents 3x salary; 5 years to comply; if short, must retain at least 50% of shares from equity awards until compliant .
James Turoff’s beneficial ownership (SEC Form 3 at appointment):
| Date | Security | Amount | Form/Status | Terms |
|---|---|---|---|---|
| 05/25/2021 | Common Stock | 4,990 shares | Direct ownership | Initial statement filed; officer role SVP, GC & Secretary |
| 05/25/2021 | Non-qualified Stock Options | 267 | Exercisable; expires 01/12/2026; $83.60 strike | Vested 25% annually from 2017–2020 |
| 05/25/2021 | Non-qualified Stock Options | 539 | Exercisable; expires 02/15/2026; $90.39 strike | Vested 25% annually from 2017–2020 |
| 05/25/2021 | Non-qualified Stock Options | 2,013 | Exercisable; expires 02/21/2027; $107.95 strike | Vested 25% annually 2018–2021 |
| 05/25/2021 | Non-qualified Stock Options | 8,104 | Vests schedule through 02/20/2022; expires 02/19/2028; $99.90 strike | Vested 25% annually 2019–2022 |
- Insider trading activity: Our document search did not surface Form 4 updates for Turoff after Form 3; absence of filings here limits visibility on subsequent transactions. He regularly signs HSY’s 8-K filings in his capacity as corporate secretary .
Employment Terms
Key policies covering executive officers:
| Provision | Summary | Notes |
|---|---|---|
| Clawbacks | EICP/OHIP/ECRCA clawbacks allow recoupment for non-compliant filings due to misconduct; 2023 Compensation Recovery Policy mandates recovery of incentive compensation for accounting restatements within a 3-year lookback, regardless of misconduct | |
| Non-compete / Non-solicit | ECRCA prohibits misuse of confidential information, competing in specified categories for 12 months post-separation, and soliciting employees; violations can cancel unvested awards and require repayment of equity-related amounts and SERP benefits | |
| Anti-hedging / Anti-pledging | Insiders prohibited from hedging, pledging, margin accounts for HSY securities | |
| Stock Ownership Guidelines | CEO 6x salary; CFO & SVPs 3x; 5-year compliance window; retain ≥50% of shares until compliant if short | |
| Change-in-Control Severance (EBPP 3A) | Double-trigger; cash severance up to 2x (or less to age 65) salary + Highest OHIP; PSU cash-out at target with Transaction Value; full vesting of replacement RSUs/options; 12–24 months benefits continuation; enhanced 401(k) matching and SERP benefits; outplacement up to $35K; financial/tax counseling reimbursement for two years |
Investment Implications
- Alignment: Strong governance with anti-hedging/pledging and robust clawbacks, plus stock ownership requirements (3x salary for SVPs) support alignment of legal leadership with long-term shareholder value .
- Retention risk: EBPP 3A double-trigger severance and ECRCA restrictive covenants reduce abrupt departure risk; five-year ownership compliance and share retention rules add stickiness; no excise tax gross-ups in CEO context, consistent with a shareholder-friendly posture .
- Trading signals: Lack of surfaced Form 4 updates for Turoff limits visibility into recent selling pressure; policy bars hedging/pledging, reducing risk of forced sales; legacy options (expiring 2026–2028) could create windows for exercises, but HSY has not granted new options since the program’s removal (2019; and none for executive officers since 2018) .
- Performance link: Company-wide incentives hinge on Net Sales, Adjusted EPS, Free Cash Flow and TSR; recent PSU outcomes demonstrate high payout sensitivity to TSR/EPS/FCF execution, reinforcing pay-for-performance culture across the executive bench that includes the General Counsel .
- Governance quality: Consistently strong say‑on‑pay (>90%), independent board structures, and disciplined equity grant practices (no option backdating/timing) support confidence in compensation oversight and legal/compliance rigor under Turoff’s remit .