Kevin Ozan
Director at HSY
Board
About Kevin M. Ozan
Kevin M. Ozan (age 61) has served on Hershey’s Board since 2024 and is currently an independent director. He chairs the Audit Committee and serves on the Executive and Finance & Risk Management Committees, bringing deep CFO and audit expertise from McDonald’s and Ernst & Young. He holds a BBA in Accounting (University of Michigan) and an MBA (Northwestern Kellogg). In 2024, each incumbent director, including Ozan, attended at least 97% of Board and committee meetings; the Board met 20 times with eight executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Executive Vice President & CFO | Mar 2015 – Aug 2022 | Led finance, capital allocation, risk management for global QSR leader |
| McDonald’s Corporation | Senior EVP, Strategic Initiatives | Sept 2022 – Jun 2023 | Corporate strategy oversight and transformation initiatives |
| Ernst & Young | Audit and M&A practices | ~10+ years (prior to McDonald’s) | Audit discipline; transaction diligence |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| McKesson Corporation | Director | Jan 2024 – present | Large-cap healthcare distribution; governance exposure in heavily regulated industry |
| Cineworld Group PLC | Director | Jul 2023 – present | International cinema operator; consumer sector exposure |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under NYSE and SEC rules; one of 10 independent director nominees |
| Committees | Audit (Chair); Executive; Finance & Risk Management |
| Audit Committee expertise | Identified by Board as “audit committee financial expert”; chairs the committee |
| Committee activity (2024) | Meetings: Audit 6; Compensation 7; Finance & Risk 5; Governance 5; Executive 3 |
| Board attendance (2024) | Each incumbent director ≥97% attendance; Board held 20 meetings; eight independent director executive sessions |
| Election class | One of two directors elected by holders of Common Stock voting separately as a class |
Fixed Compensation
| Component | Program Terms | Ozan 2024 Actual ($) |
|---|---|---|
| Annual retainer (non-employee directors) | $105,000; paid quarterly; may elect cash or stock; may defer | 85,000 |
| Committee chair fee | $25,000 (Audit, Compensation, Governance, Finance & Risk) | Included in total fees (pro-rated) |
| Lead Independent Director fee | $50,000 (if applicable) | N/A |
| Chair of Board retainer (when non-employee) | $150,000 | N/A |
| Meeting fees | None; no per-meeting fees disclosed | — |
| Other | Gift Matching Program up to $5,000 annually; travel reimbursement; director education | — |
Performance Compensation
| Element | Structure | 2024 Detail |
|---|---|---|
| RSUs (annual) | Target $170,000 per year; granted quarterly ($42,500 each) based on average closing price of last 3 trading days before grant; 1-year vest; accelerated on retirement, death, disability, or post-Change in Control per EBPP 3A; dividend equivalents credited as units | Ozan stock awards expensed: $111,154; RSUs outstanding: 596 units; Market value at 12/31/2024 ($169.35): $100,933 |
Other Directorships & Interlocks
| Entity | Relationship to HSY | Potential Interlock/Conflict Notes |
|---|---|---|
| McKesson Corporation | Unrelated to HSY core supply chain | No HSY-related transactions disclosed; standard independence maintained |
| Cineworld Group PLC | Unrelated consumer venue | No HSY-related transactions disclosed; standard independence maintained |
Expertise & Qualifications
- CFO-level financial leadership, capital markets, M&A, risk management; audit and transaction diligence experience; global operations exposure .
- Board-designated audit committee financial expert and Audit Chair, strengthening oversight of reporting integrity, internal controls, and auditor independence .
- Experience across consumer and operations sectors augments Finance & Risk Management Committee domain knowledge .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Common Stock (beneficial ownership) | — | Less than 1% of Common Stock outstanding |
| RSUs outstanding | 596 | Market value at $169.35 close on 12/31/2024: $100,933 |
| Deferred common stock units | — | No deferred units reported |
| Ownership guideline | 5x annual retainer; compliance timing permitted | Ozan has until Jan 1, 2030 to meet guideline; compliant with timing policy |
Governance Assessment
- Independence and committee leadership: Ozan is independent and chairs Audit, a critical gatekeeper for financial reporting, compliance, and auditor oversight—positive for investor confidence .
- Engagement: Board activity was high (20 meetings); each incumbent director’s attendance ≥97%, indicating strong engagement and oversight cadence; Audit met six times in 2024 .
- Compensation alignment: Director pay is balanced between cash retainer and equity; RSUs vest in one year and can be deferred; no tax gross-ups beyond limited exceptions; anti-hedging and anti-pledging policies apply to directors—shareholder-friendly .
- Ownership alignment: Early tenure with RSUs and formal guideline timeline to 2030; current beneficial common stock position is minimal, but policy allows multi-year ramp—monitor progression to 5x retainer .
- Say-on-pay context: HSY’s 2024 say-on-pay support was strong (88% of Common; 98% combined), indicating broad shareholder acceptance of compensation governance framework overseeing executives; reflective of board effectiveness culture .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Ozan; Executive Committee reviews related-party matters; independence determinations apply stricter audit standards; trust-affiliated directors abstain on trust-related items (not applicable to Ozan) .
RED FLAGS: None identified specific to Ozan. Points to watch: build toward ownership guideline (timeline in place) and workload across multiple boards (no audit-committee-overcommitment disclosed; Audit charter restricts serving on >2 other public company audit committees absent Board determination) .