Peter G. Gurt
About Peter G. Gurt
Independent director since 2024 (age 57); member of the Compensation & Benefits and Credit Risk Committees. President of Milton Hershey School since 2014 and founding President of Catherine Hershey Schools for Early Learning since 2020; experienced fiduciary overseeing the Milton Hershey School Trust (valued at >$20B) which owns Hershey Entertainment & Resorts and is the controlling shareholder of The Hershey Company . The Board affirmed his independence on January 29, 2025 under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Milton Hershey School (MHS) | President | 2014–present | Institutional strategy, fiduciary oversight of large endowment/trust |
| Catherine Hershey Schools for Early Learning (CHS) | President | Oct 2020–present | Expansion of early childhood network funded by $350M initial investment |
| Milton Hershey School (prior roles) | Assistant to President; VP Administration; VP Education & Student Life; SVP & COO | — (prior to 2014) | Operational leadership, student life, administration |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Pennsylvania Association of Independent Schools | Board and Commission for Accreditation | Governance/quality oversight in independent school sector |
| Nonprofit boards | Director/Trustee | Served on several nonprofit boards (unspecified in proxy) |
| Milton Hershey School Trust | Sole beneficiary relationship | Trust valued >$20B; owns Hershey Entertainment & Resorts; controlling shareholder of The Hershey Company (network exposure) |
Board Governance
- Committee assignments: Compensation & Benefits (member); Credit Risk (member). Not a committee chair .
- Independence: Board determined he is independent under NASDAQ rules (Jan 29, 2025) .
- Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least twice per year without management; independent Chair presides .
- Board leadership: Independent Chair separate from CEO; Chair duties include agenda setting, oversight, CEO evaluation facilitation, and presiding at shareholder meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (prorated) | $58,333 | Joined July 2024; standard non-employee director cash retainer is $70,000 annually |
| Annual Stock Award (prorated RSUs) | $41,667 | 957 RSUs at $43.58 closing price on Jul 24, 2024; vest May 13, 2025 |
| Total (2024) | $100,000 | Sum of cash and stock award |
Director equity program context:
- Standard board RSU grant in 2024: 1,573 RSUs valued at $50,000 at $31.80 closing price on May 14, 2024; 100% vesting on May 13, 2025 (Gurt received a prorated grant due to July start) .
Performance Compensation
| Metric/Condition | Details |
|---|---|
| Performance-based metrics in director pay | None; director equity grants are time-vested RSUs only |
| Vesting schedule (Gurt 2024 grant) | 957 RSUs vest 100% on May 13, 2025 |
Other Directorships & Interlocks
| Type | Organization | Role | Status/Notes |
|---|---|---|---|
| Public company boards | — | — | No public company directorships disclosed in proxy biography |
| Private/Nonprofit | Pennsylvania Association of Independent Schools | Board/Commission | Active |
| Network tie | Milton Hershey School Trust | Fiduciary ecosystem | Trust controls Hershey; indicates governance exposure but no STBA related-party transaction disclosed |
Expertise & Qualifications
- Strategic leadership in large, regulated institutions; fiduciary and risk management experience overseeing a $20B trust with controlling stakes in major enterprises .
- Community activism and nonprofit board service; experience across education, operations, and administration .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 125 shares | Less than 1% of outstanding shares (38,370,213 as of Feb 28, 2025) |
| Unvested director RSUs (as of Dec 31, 2024) | 957 units | Prorated 2024 grant; vest May 13, 2025 |
| Director ownership guidelines | Compliant | Board states all directors except Mr. Ramachandran met guidelines as of Jan 29, 2025 (≥$100k market value within one year; ≥$250k from fourth term) |
| Hedging policy | Prohibited | Directors, officers, employees banned from hedging company stock |
Governance Assessment
- Board effectiveness: Gurt enhances human capital and risk oversight as an active member of Compensation & Benefits and Credit Risk Committees; independence affirmed and executive sessions reinforce objective oversight .
- Alignment and incentives: Director pay mix is cash + time-vested RSUs with clear vesting; ownership guidelines apply and Board reported compliance (except one director) as of Jan 2025; hedging is prohibited, supporting alignment .
- Conflicts/related-party exposure: Proxy lists related-party leasing arrangements involving another director (Toretti); no related-party transactions disclosed for Gurt; independence determination considered related-party review .
- Attendance signal: All directors met minimum attendance thresholds and attended the annual meeting, supporting engagement .
- Shareholder sentiment: Say-on-Pay approval was 95% in 2024, indicating strong support for compensation governance environment (contextual to board oversight) .
RED FLAGS: None identified specific to Gurt in the proxy. Note the network tie via Milton Hershey School Trust’s controlling interest in The Hershey Company; however, STBA disclosed no related-party transactions involving Gurt and affirmed his independence .