Mary Kay Haben
Lead Independent Director at HSY
Board
About Mary Kay Haben
Mary Kay Haben (age 68) is an independent director of The Hershey Company, serving since 2013 (12 years of tenure). She is the former President, North America, Wm. Wrigley Jr. Company; previously held senior roles at Kraft Foods over a 27-year career. Education: B.S. in Business Administration, magna cum laude, University of Illinois; MBA in Marketing, University of Michigan (Ross). Committee roles: Chair, Compensation and Human Capital Committee; member, Executive Committee; member, Finance & Risk Management Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wm. Wrigley Jr. Company | President, North America | Oct 2008–Feb 2011 | Led North America operations; track record in brand growth and new product development. |
| Wm. Wrigley Jr. Company | Group VP & Managing Director, North America | Not disclosed | Senior management roles prior to President role. |
| Kraft Foods, Inc. | Various leadership roles | 27 years | Progression across marketing/CPG; broader industry expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grocery Outlet Holding Corp. | Director | Nov 2019–present | Public company board. |
| Equity Residential | Trustee | July 2011–present | Public company board (REIT). |
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent under NYSE and SEC rules; Haben is listed as independent.
- Committee Assignments: Compensation & Human Capital (Chair), Executive, Finance & Risk Management (as of March 7, 2025).
- Meetings and Attendance: Board met 20 times in 2024; each incumbent director attended at least 97% of Board and committee meetings. Independent directors met in 8 executive sessions in 2024.
- Committee Activity (2024 meetings): Compensation & Human Capital (7); Finance & Risk Management (5); Executive (3).
- Governance policies: Retirement age guideline 72; 13-year term limit for non-employee directors (Haben is at 12 years). Regular board education and third-party facilitated evaluations (2024).
- Compensation Committee oversight: Committee retained F.W. Cook as independent consultant; issued Compensation Committee Report (signed by Haben as Chair).
Fixed Compensation
| Component (Non-Employee Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Paid quarterly; directors may elect cash or stock; deferral optional. |
| Committee chair retainer (Compensation) | $25,000 | Paid in addition to base retainer; cash only if not deferred. |
| Annual RSU award | $170,000 | Granted quarterly ($42,500 per quarter); vests one year; dividend equivalents credited. |
| 2024 actual compensation (Haben) | Fees: $121,346; Stock awards: $170,000; Total: $291,346 | No “All Other Compensation” for Haben in 2024. |
| 2025 program changes | None | Board determined no changes for 2025 (structure unchanged). |
Performance Compensation
Directors do not receive performance-based equity; non-employee director equity is time-based RSUs with one-year vesting and dividend equivalents. No PSU/option awards for directors.
| Performance Metric | Applicable to Directors? | Details |
|---|---|---|
| Financial/operational targets (e.g., EPS, TSR) | No | Director awards are RSUs that vest with time; no performance metrics tied to director pay. |
Other Directorships & Interlocks
- Current public company boards: Grocery Outlet Holding Corp.; Equity Residential. No compensation committee interlocks disclosed for Hershey’s Compensation Committee members in 2024.
- Related-party/affiliation review: The proxy reports no Item 404 related-person transactions involving Hershey directors or executives in 2024; ordinary-course transactions with entities affiliated with the controlling stockholder are immaterial and overseen by independent directors via a special Reviewing Committee.
Expertise & Qualifications
- CPG leadership, brand growth, product innovation, consumer marketing (Wrigley, Kraft).
- Strategic and operational experience in fast-moving consumer goods.
- Governance and human capital oversight as Compensation Committee Chair.
Equity Ownership
| Holding | Quantity | Market Value/Notes |
|---|---|---|
| Deferred Common Stock Units (as of 12/31/2024) | 14,676 units | $2,485,442 market value at $169.35 per share. |
| RSUs (as of 12/31/2024) | 920 units | $155,802 market value at $169.35 per share. |
| Beneficial ownership (SEC table) | Deferred Common Stock Units: 14,913 | Less than 1% of outstanding Common Stock; RSUs vesting within 60 days: 225. |
| Ownership guidelines | Required ≥5× annual retainer; Haben is in compliance (exceptions noted only for Kraus, Ozan, Robbin-Coker). | |
| Hedging/pledging | Company prohibits hedging and pledging by directors and insiders. |
Governance Assessment
- Strengths: Long-tenured CPG operator; chairs a key independent committee; strong engagement (Board averaged 97% attendance); robust clawback/anti-hedging policies; stable, market-aligned director pay structure; high say-on-pay support in 2024 (≥88% Common; ≥98% combined).
- Alignment: Material equity in deferred stock units and RSUs; complies with 5× retainer ownership guideline.
- Potential risks/considerations: Approaching 13-year term limit (refreshment in focus); overall Board structure influenced by controlling stockholder (separate voting classes); however, related-party transactions overseen by independent committees and no director-specific Item 404 conflicts disclosed.