Timothy Curoe
Director at HSY
Board
About Timothy W. Curoe
Timothy W. Curoe (age 55) was elected as an independent director of The Hershey Company on May 6, 2025; he was a “New Nominee” in the 2025 proxy and is independent under NYSE and Board guidelines . He is CEO of R.D. Offutt Company (since 2018), with 30+ years of cross‑functional experience across agriculture, food, retail and operations; prior roles include 17+ years in HR and merchandising at Target and earlier commercial roles at GE . Education: B.S. Industrial Engineering, Marquette University; Master’s in Management, Northwestern University Kellogg .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R.D. Offutt Company | Chief Executive Officer | 2018–Present | Leads diverse equipment, agriculture, and food businesses |
| Target Corporation | Executive roles (HR, Merchandising) | 17+ years (prior to 2018) | Large-scale retail leadership experience |
| General Electric (GE Companies) | Sales and commercial operations | Not disclosed (prior to Target) | Cross-industry operating exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Idahoan Foods LLC | Director | Jul 2018–Present | “Public company and other key directorships” listing in proxy |
| Columbia River Technologies | Director | Apr 2018–Present | Food/ingredients exposure |
| Crescent Electric Supply | Director | May 2015–Feb 2024 | Industrial distribution governance |
| Dot’s Pretzels | Director | Aug 2018–Dec 2021 | Snack category experience |
Board Governance
- Committee assignments and chair roles: As of the record date (March 7, 2025), Curoe was a new nominee with committee assignments to be determined post‑election (“New Nominee”) .
- Independence: The Board determined all director nominees other than the CEO (Michele Buck) are independent; Curoe is listed as independent .
- Nomination source: Recommended to the Governance Committee by Hershey Trust Company (the controlling stockholder) and nominated after diligence interviews; designated “(HTC)” in the nominee list .
- Election outcome (signal of support): Received 653,987,740 “For” votes, 156,609 “Withheld,” and 18,392,015 broker non‑votes at the May 6, 2025 annual meeting .
Board and committee cadence context (for effectiveness and attendance):
| Metric | 2024 Value |
|---|---|
| Board meetings held | 20 |
| Independent director executive sessions | 8 |
| Average director attendance | 97% (each incumbent ≥97%) |
Fixed Compensation (Non‑Employee Director Program)
| Form of Compensation | 2024/2025 Amount | Notes |
|---|---|---|
| Annual retainer (non‑employee director) | $105,000 | Payable quarterly; director can elect cash or stock; deferrable |
| Annual RSU award | $170,000 target grant date fair value | Granted quarterly; see Performance Compensation for details |
| Lead Independent Director retainer | $50,000 (in addition to director retainer) | Cash only if not deferred |
| Committee Chair retainers (Audit, Compensation, Governance, Finance & Risk) | $25,000 (each) | Cash only if not deferred |
| Payment timing | Quarterly on/around Mar 15, Jun 15, Sep 15, Dec 15 | Prior business day if the 15th is not a business day |
| Deferral features | Cash/stock retainer and chair fees may be deferred to cash or stock unit accounts | Standard 401(k) benchmark options and Company stock units |
Note: The Board reviewed and made no changes to director compensation for 2025; amounts remain the same as 2024 .
Performance Compensation (Structure and Metrics)
| Element | Detail |
|---|---|
| RSU grant schedule | Granted quarterly on first day of Jan/Apr/Jul/Oct; 2024 per‑quarter value $42,500 (i.e., $170,000 annually divided by four) |
| RSU vesting | 1‑year from grant; earlier upon retirement (age ≥60 or 13 years’ service), death/disability, change in control (per EBPP 3A), or Board‑determined circumstances; special vesting if also a Hershey Trust Company director not renominated due to HTC term limits |
| Settlement/deferral | Settles in shares upon vesting or can be deferred into stock units until Board service ends |
| Dividend equivalents | Credited during restriction period; paid in shares (or deferred with RSUs) upon vest |
| Performance metrics | None for directors; RSUs are time‑based, not tied to financial/ESG metrics (director comp is a fixed cash/equity mix) |
Other Directorships & Interlocks
| Type | Entity | Potential Interlock/Consideration |
|---|---|---|
| Current directorship | Idahoan Foods LLC (since Jul 2018) | Food supply chain expertise; no HSY related‑party transaction disclosed |
| Current directorship | Columbia River Technologies (since Apr 2018) | Ingredients/processing adjacency; no HSY related‑party transaction disclosed |
| Prior directorship | Crescent Electric Supply (May 2015–Feb 2024) | Industrial distribution governance |
| Prior directorship | Dot’s Pretzels (Aug 2018–Dec 2021) | Snack category exposure |
The company reported no related‑person transactions in 2024 involving any executive officer, director or director nominee (which includes Curoe) requiring Item 404 disclosure; transactions with Hershey Trust affiliates in 2024 were immaterial and not related‑party under policy . Executive Committee independent directors review and approve any related‑party transactions involving Hershey Trust affiliates under the Related Person Transaction Policy .
Expertise & Qualifications
- CEO of a global private company spanning equipment, agriculture, and food businesses; brings business acumen and deep food/retail knowledge to HSY’s board .
- Extensive retail leadership (Target) and prior commercial/operations roles (GE) complement HSY’s consumer packaged goods and supply chain oversight needs .
- Education: Industrial engineering (Marquette) and management (Kellogg), supporting operational and strategic governance .
Equity Ownership
Beneficial ownership as of March 7, 2025:
| Holder | Common Stock | Exercisable Stock Options | Deferred Common Stock Units | % of Common Stock |
|---|---|---|---|---|
| Timothy W. Curoe | — | — | — | <1% (shown as “**”) |
- Director stock ownership guidelines: Non‑employee directors must hold shares equal to 5x the annual retainer; directors have until January 1 following the 5th anniversary of joining the Board to comply .
- As of December 31, 2024, all non‑employee directors were in compliance except two newer directors (Kraus; Ozan and Robbin‑Coker) who remain within their compliance windows; Curoe was not yet a director at that date and will receive a five‑year window from his appointment date .
Say‑on‑Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Say‑on‑Pay (Proposal 3) | 625,026,511 | 29,266,381 | 499,761 | 18,392,015 |
- Annual election of directors and strong advisory support on NEO pay are governance signals relevant to overall board credibility and investor alignment .
Governance Assessment
-
Strengths and signals:
- Independent status, with broad operating expertise in food/retail and industrial operations, aligns with HSY’s strategic and risk oversight needs .
- Significant shareholder support at election indicates investor confidence (653,987,740 “For”; minimal withholds) .
- Robust director ownership requirements and anti‑hedging/clawback policies support alignment with shareholders; RSU grants create ongoing equity linkage .
- No related‑party transactions disclosed involving Curoe; strong related‑party review framework exists, including special committee oversight for Hershey Trust affiliate matters .
-
Watch items / potential red flags to monitor:
- Zero share ownership as of March 7, 2025 is typical for a new director but merits tracking for progression toward the 5x retainer guideline within the five‑year window .
- Nomination by the controlling stockholder (Hershey Trust Company) can raise perception of influence; however, the Board determined independence and has special procedures for transactions with Trust affiliates .
- Committee assignments were not yet set at the proxy record date; post‑election committee placement will impact oversight leverage and should be monitored for fit with his supply chain/retail expertise .
Overall, Curoe brings relevant operating depth and supply‑chain/retail acuity with strong initial shareholder support; alignment mechanisms (ownership guidelines, equity retainer) and related‑party safeguards mitigate typical concerns tied to controlling stockholder nominations .
Appendix: Election Result – Director Detail
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Timothy W. Curoe | 653,987,740 | 156,609 | 18,392,015 |