Marie Quintero-Johnson
Director at HSY
Board
About Marie Quintero-Johnson
Independent director nominee for The Hershey Company (HSY). Age 58, with a 32-year career at The Coca-Cola Company in corporate development, finance and strategy; currently Senior Advisor at Rothschild & Co SCA (since 2023). Education: B.S. in Accounting & International Business (Georgetown University) and MBA (UVA Darden). Nominee status: 0 years on HSY’s board; designated independent; recommended by Hershey Trust Company (controlling stockholder).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rothschild & Co SCA | Senior Advisor | 2023–present | Strategic finance advisory; M&A/transformations expertise to HSY board |
| The Coca-Cola Company | Corporate VP & Global Head of Corporate Development, Insights & Real Estate | Part of 32-year Coca‑Cola career | Led global M&A and strategic initiatives; deep international operations exposure |
| The Coca-Cola Company | Chief of Staff to the CFO | Part of 32-year Coca‑Cola career | Finance leadership; capital allocation and execution support |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| United Network of Organ Sharing | Director | Jan 2024–present | Non-profit board service |
| AARP | Director | Nov 2022–present | Non-profit board service |
| Cristo Rey Jesuit School Atlanta | Director | May 2017–present | Non-profit/education governance |
| Tattooed Chef Inc. | Director | Oct 2020–Dec 2023 | Prior public company board |
| Coca-Cola Beverages Africa | Director | Feb 2019–Mar 2023 | International beverages governance |
Board Governance
- Independence: Board classifies all nominees except the CEO as independent; Marie Quintero‑Johnson is marked “Independent: Yes” in the nominee slate. Committee assignments: New Nominee (not yet assigned). Years on Board: 0.
- Nomination source: Recommended to the Governance Committee by Hershey Trust Company (controlling stockholder) in Feb 2025; Board conducted vetting and nominated her.
- Governance safeguards and investor signals:
- Majority voting with director resignation policy adopted March 4, 2025 for uncontested elections.
- Separation of Chair/CEO roles formally embedded in by-laws upon current CEO’s retirement (effective at transition).
- Robust board activity: 20 board meetings in 2024; each incumbent director ≥97% attendance; average 97%; 8 independent director executive sessions.
- Committee structure: Audit; Compensation & Human Capital; Finance & Risk Management; Governance; Executive. Executive Committee oversees related-party transactions with Hershey Trust Company/Milton Hershey School affiliates.
- Special independent committee(s): Established Nov 2024 (7 meetings) regarding matters raised by Milton Hershey School/Trust; Jan 2025 CEO search committee; no extra fees paid.
Fixed Compensation (HSY Non‑Employee Directors; 2025 unchanged from 2024)
| Component | Amount |
|---|---|
| Annual retainer (non‑employee directors) | $105,000 |
| Annual RSU grant (time‑based) | $170,000 |
| Committee chair retainer (Audit, Compensation, Governance, Finance & Risk) | $25,000 |
| Lead Independent Director retainer | $50,000 |
| Payment cadence | Quarterly installments (Mar/Jun/Sep/Dec); choice of cash or stock; optional deferral. |
- Director stock ownership guideline: ≥5x annual retainer; compliance window until Jan 1 following the 5th anniversary of board service. As of Dec 31, 2024, all non‑employee directors were compliant except Ms. Kraus and Messrs. Ozan and Robbin‑Coker (deadlines: 2029/2030).
Performance Compensation (Structure for Directors)
| Element | Details |
|---|---|
| RSU grant schedule | Granted quarterly on Jan 1/Apr 1/Jul 1/Oct 1 at $42,500 per quarter (annual $170,000) divided by the average closing price for the prior three trading days. |
| Vesting | 1 year after grant; earlier upon retirement (≥age 60 or 13 years board service), death, disability, change in control as defined in EBPP 3A, or certain Hershey Trust Company term‑limit scenarios for HTC directors. |
| Dividends | Credited as dividend equivalent units during restriction period; delivered in shares upon vest/deferment. |
| Deferral | Directors may defer cash retainers and RSUs into cash accounts or deferred common stock unit accounts. |
| Performance linkage | None; director RSUs are time‑based (no performance metrics). |
Other Directorships & Interlocks
- Controlling stockholder context: Hershey Trust Company (as trustee for Milton Hershey School Trust) holds 78.8% of combined voting power at the 2025 meeting (via 54.6M Class B shares with 10 votes/share plus Common).
- Nomination interlock: Hershey Trust Company recommended Marie Quintero‑Johnson; Board independent vetting completed before nomination.
- Related‑party oversight: Executive Committee reviews/approves transactions with Hershey Trust Company/affiliates; Governance Committee administers related person transaction policy.
Expertise & Qualifications
- Finance, M&A and strategic transformations (Corporate VP & Global Head of Corporate Development at Coca‑Cola; Senior Advisor at Rothschild & Co).
- International operations leadership experience from global roles at Coca‑Cola.
- Education: B.S. Accounting & International Business (Georgetown); MBA (UVA Darden).
Equity Ownership
| Holder | Common Stock | Exercisable Options | Deferred Common Stock Units | % of Common |
|---|---|---|---|---|
| Marie Quintero‑Johnson | — | — | — | <1% |
- Hedging/pledging policy: Directors are prohibited from hedging or pledging Company stock.
- Ownership guideline: ≥5x annual retainer within 5 years of joining the board (applies upon election).
Governance Assessment
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Strengths and positive signals:
- Independent nominee with deep finance/M&A and international expertise aligned to HSY’s strategic agenda and Finance & Risk oversight needs.
- Strong board governance enhancements (majority voting with resignation policy; planned Chair/CEO separation), robust meeting cadence and high attendance.
- Director pay is market‑median and equity‑weighted with clear ownership requirements; hedging/pledging prohibited.
- Executive compensation program enjoys strong shareholder support (last “say‑on‑pay”: >88% Common; >98% combined), indicating constructive investor relations posture.
-
Risk considerations and mitigants:
- Controlling stockholder influence (78.8% combined votes) and nomination role could raise independence optics; mitigated by Board’s independence determinations, related‑party oversight (Executive Committee), and Governance Committee administration of related‑person policies.
- No related‑party transactions disclosed involving Marie Quintero‑Johnson; ongoing oversight mechanisms in place.
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Bottom line: Marie Quintero‑Johnson brings additive capital allocation/M&A discipline and international operating perspective. While the controlling stockholder’s nomination creates a perception risk, HSY’s governance framework (majority voting, role separation at transition, rigorous related‑party oversight, strong attendance) supports board effectiveness and investor confidence.