Kirk Tanner
About Kirk Tanner
Kirk Tanner, age 57, was appointed President and Chief Executive Officer of The Hershey Company effective August 18, 2025, and joined the Board on the same date . Following prior by-law changes to separate the CEO and Chair roles upon Michele Buck’s retirement from the Board, Hershey now operates with an independent Chair framework, strengthening oversight while Tanner serves as CEO and director . In his first reported quarter as CEO, Q3 2025 net sales rose 6.5% year over year and management raised full-year 2025 net sales growth guidance to ~3%, though adjusted EPS remains pressured by tariffs and costs; Tanner emphasized unlocking growth and execution focus . Hershey’s 2024 annual incentive paid at 47% of target (mixed topline/EPS outcomes offset by strong EBIT margin), and 2022–2024 PSUs vested at 123.34% of target—indicating pay-for-performance calibration that will govern Tanner’s ongoing variable pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Wendy’s Company | President & CEO; Director | 2024–Aug 2025 | Led strategy on core brand growth, innovation, operations, and unit expansion globally . |
| PepsiCo Beverages North America (PBNA) | Chief Executive Officer | 2019–Feb 2024 | Led ~$28B portfolio; focus on growth, innovation, and execution; prior senior roles in PBNA and Global Foodservice . |
| PepsiCo (various) | Senior VP FLNA West; President Global Foodservice; VP Sales UK & Ireland; other roles | 1992–2018 | Broad commercial, sales, and operating leadership across geographies and categories . |
External Roles
| Organization | Role | Years |
|---|---|---|
| VF Corporation | Director | Since June 2024 . |
| University of Utah – David Eccles School of Business | Advisory Board Member | Current . |
Fixed Compensation
| Element | Value | Source |
|---|---|---|
| Base Salary | $1,250,000 per year | . |
| Target Annual Bonus % of Salary | 180% (pro-rated for 2025) | . |
Performance Compensation
| Component | Design/Metric | Target/Structure | Vesting/Notes |
|---|---|---|---|
| Annual Incentive (AIP) | Company program uses Net Sales, Adjusted EPS-diluted, EBIT Margin %, with Market Share Modifier (+/−10%) | 180% of base salary target for CEO; pro-rated in 2025 | 2024 company outcome paid 47% of target: Net Sales +0.4%, Adjusted EPS −2.3%, EBIT Margin 23.17%, Market Share Modifier −6% . |
| Ongoing Annual LTIP | Equity awards (mix determined by Board/Comp Committee) with PSU performance metrics aligned to corporate goals | Target aggregate value $9,000,000 per year | Company revised PSU metrics starting 2024 to include 3-year Free Cash Flow % of Net Sales (33% weight) alongside TSR/EPS constructs . |
| 2022–2024 PSU Payout (program reference) | TSR percentile, 3-yr Adj EPS CAGR, 3-yr Cumulative FCF | — | Vested at 123.34% of target based on below-target TSR, above-target EPS CAGR, below-target FCF . |
Sign-On and 2025 Equity Awards (Retention/Vesting Detail)
| Award | Grant Value | Vesting | Notes |
|---|---|---|---|
| RSU Award (Sign-On) | $7,000,000 | Ratable over 3 years, subject to continued employment | Granted on/after Aug 18, 2025 . |
| PSU Award (Sign-On) | $4,000,000 | Vests based on 3-year performance cycle commencing on Effective Date | Performance goals set by Board; continued employment required . |
| Pro-Rata 2025 RSU | $1,181,250 | Terms same as 2025 senior executive RSUs | Transitional equity to align with 2025 cycle . |
| Pro-Rata 2025 PSU | $2,193,750 | Terms same as 2025 senior executive PSUs | Performance-based; aligns to in-cycle metrics . |
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock Ownership Guideline | CEO required to hold shares equal to at least 6x base salary . |
| Clawback | Compensation Recovery Policy with 3-year lookback for restatement-related recovery; applies to current/former officers . |
| Hedging/Pledging | Prohibited for NEOs/directors/employees; pledging and hedging not permitted . |
| Director Pay for Employee-Directors | Employee directors (e.g., CEO) receive no additional Board compensation . |
| Form of LTI | Majority performance-based (PSUs); Board determines mix; program emphasizes TSR, earnings growth, FCF efficiency . |
Employment Terms
| Term | Summary | Source |
|---|---|---|
| Start Date & Board Seat | Effective Aug 18, 2025; appointed to Board effective same date | . |
| Term/Role | CEO; reports to Board; full-time duties with limited approved external roles | . |
| Severance (No CIC) | If terminated without Cause or resigns for Good Reason: 1.5x base salary; AIP opportunity under EBPP; 18 months welfare benefits (Company-paid with tax true-up); equity per award terms | . |
| Change-in-Control | Double-trigger under EBPP; severance/award treatment governed by EBPP with timing coordinated with agreement; COBRA premium gross-up for CIC health continuation | . |
| Non-Compete/Non-Solicit/Confidentiality | Required under Restrictive Covenant Agreement; non-disparagement and confidentiality commitments | . |
| Relocation | Reimbursement per policy; clawback of relocation benefits if terminated for Cause or resignation without Good Reason within 2 years | . |
| SERP Eligibility | Eligible to participate in Hershey’s Amended & Restated SERP | . |
| Stock Ownership | Must comply with 6x salary guideline | . |
Board Governance (dual-role implications)
- Tanner is CEO and a Board director but not Chair; Hershey separated the CEO/Chair roles effective upon Ms. Buck’s retirement from the Board (effective Aug 18, 2025), with an independent Chair elected annually—mitigating CEO/Chair concentration risk .
- Key Board committees (Audit; Compensation & Human Capital; Finance & Risk; Governance) are fully independent, and executive sessions of independent directors occur regularly .
- As an employee-director, Tanner is not considered independent under NYSE/SEC standards (principle applied; specific independence determinations pertain to non-employee directors).
Director Compensation (for completeness)
- Employee directors receive no additional Board retainers or director RSUs; non-employee director structure remains separately disclosed in the proxy .
Compensation Committee and Peer Group (context for benchmarking)
- Independent consultant: FW Cook advises the Compensation & Human Capital Committee; independence affirmed .
- 2024 peer group used for pay benchmarking includes names such as General Mills, Mondelez, Kraft Heinz, Kimberly-Clark, Church & Dwight, Campbell Soup, and others (full list in proxy) .
Performance & Track Record Indicators
- First quarter under Tanner (Q3 2025): Net sales +6.5%; guidance raised to ~3% net sales growth for FY25; adjusted EPS outlook tightened to upper half of prior range amid tariff pressure; Tanner highlighted brand innovation, execution, and growth focus .
- 2024 incentive outcomes (pre-appointment but indicative of plan rigor): 47% AIP payout; metrics: Net Sales +0.4%, Adjusted EPS −2.3%, EBIT Margin 23.17%, Market Share Modifier −6% .
- 2022–2024 PSUs vested at 123.34% (below-target TSR; above-target EPS CAGR; below-target FCF), underscoring multi-metric balance and relative TSR discipline .
Risk Indicators & Red Flags (monitoring list)
- CIC severance governed by EBPP (double-trigger); includes tax gross-up for CIC COBRA premiums only—company otherwise generally avoids gross-ups (exception noted) .
- Hedging and pledging prohibitions reduce alignment risk; clawback policy in place with 3-year lookback window .
- Significant sign-on equity (time-based and performance-based) plus 2025 pro-rata awards create multi-year vesting events; monitor Section 16 filings for any sell-to-cover activity at vesting (no current beneficial ownership totals disclosed in filings above) .
- Macro headwinds (tariffs $160–$170m; cocoa inflation) remain profit drags despite sales momentum, potentially influencing near-term AIP outcomes and PSU performance curves .
Investment Implications
- Alignment and retention: High leverage to PSUs and a 6x salary ownership requirement, combined with substantial sign-on and annual LTIP targets, create strong alignment and near-term retention for a critical leadership transition .
- Trading signals: Expect periodic vesting (3-year RSUs/PSUs and in-cycle grants) that can drive Section 16 activity; monitor Forms 3/4/5 for actual ownership changes and any sell-to-cover flows (not available in the documents above) .
- Pay-for-performance: AIP design (market share modifier) and PSU metrics (including FCF efficiency) incentivize share gains and disciplined cash conversion—key as management navigates cocoa/tariff cost shocks .
- Governance: Separation of Chair and CEO, fully independent committees, and strong clawback/anti-hedging policies support investor confidence in oversight as Tanner executes a growth and productivity agenda .
Key sources:
- CEO appointment, compensation terms, and equity awards: 8-K (July 8, 2025) **[47111_0000047111-25-000095_exhibit101-executiveemploy.htm:0]** **[47111_0000047111-25-000095_exhibit101-executiveemploy.htm:1]** **[47111_0000047111-25-000095_exhibit101-executiveemploy.htm:2]** **[47111_0000047111-25-000095_hsy-20250706.htm:1]** **[47111_0000047111-25-000095_hsy-20250706.htm:2]** **[47111_0000047111-25-000095_hsy-20250706.htm:4]**.
- Chair/CEO separation and governance framework: DEF 14A (Mar 26, 2025) **[47111_0000047111-25-000035_hsy-20250326.htm:14]** **[47111_0000047111-25-000035_hsy-20250326.htm:25]** **[47111_0000047111-25-000035_hsy-20250326.htm:27]**.
- Director compensation policy (employee-directors): DEF 14A **[47111_0000047111-25-000035_hsy-20250326.htm:39]**.
- Ownership/clawback/hedging policies: DEF 14A **[47111_0000047111-25-000035_hsy-20250326.htm:54]** **[47111_0000047111-25-000035_hsy-20250326.htm:6]**.
- Incentive plan outcomes and metric changes: DEF 14A **[47111_0000047111-25-000035_hsy-20250326.htm:55]** **[47111_0000047111-25-000035_hsy-20250326.htm:56]** **[47111_0000047111-25-000035_hsy-20250326.htm:57]**.
- Q3 2025 results and FY25 guidance commentary: 8-K press release (Oct 30, 2025) **[47111_0001628280-25-047294_exhibit991_2025xq3.htm:0]**.