When will Michele Buck step down as CEO, and what happens if a successor is named early?

Ms. Buck intends to retire effective June 30, 2026. If a successor is appointed before that date, she becomes Special Advisor until June 30, 2026 and resigns from the Board at the earlier of the appointment date or June 30, 2026.

What compensation does Ms. Buck receive under the new agreement?

Her base salary is $1,400,000 with a target annual bonus of 160% of base salary. She receives a retention bonus of $8,500,000, paid as $3,500,000 around January 31, 2025 and $5,000,000 60 days after June 30, 2026. Her 2025 target long-term incentive award is $8,750,000, and her 2026 target is $4,375,000.

What role will Ms. Buck have after she leaves the CEO position?

From July 1, 2026 through December 31, 2026, she will serve as an independent contractor providing knowledge transfer and strategic consulting services at the Company's request, for a monthly consulting fee of $41,666.66.

What severance or retirement payments are provided?

On a qualifying termination (death, termination without Cause or due to Disability, or resignation for Good Reason), she receives lump sums for remaining base salary and consulting fees through the Consulting Period, a target-level bonus, accelerated vesting of outstanding long-term incentive awards at target, and unpaid retention bonus installments. On retirement on June 30, 2026, she receives the final retention bonus installment and the 2026 annual bonus if earned. These payments are conditioned on restrictive covenant compliance and a general release.

How is the Company handling the CEO search and near-term guidance?

The Board has appointed a special committee to direct the search for a successor, considering external and internal candidates with a nationally recognized search firm. The Company reaffirmed its previously announced full-year 2024 outlook and plans to provide its 2025 outlook in its regularly scheduled February earnings release.

HSY 8-K: Leadership Changes & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed January 15, 2025. Cited figures are marked; the original filing is the authoritative source.

The Hershey Company (NYSE: HSY) disclosed that Chairman, President and Chief Executive Officer Michele G.

Buck intends to retire effective June 30, 2026. The Company announced the plan on January 10, 2025, and the Board has formed a special committee, working with a nationally recognized search firm, to find a successor from external and internal candidates. Ms. Buck will keep her current roles until her successor is appointed or June 30, 2026, whichever comes first.

If a successor is appointed earlier, she becomes Special Advisor until June 30, 2026, and she will resign from the Board at the earlier of the appointment date or June 30, 2026. The amended and restated employment agreement, effective January 9, 2025, sets her current annual base salary at $1,400,000^a and her annual target bonus at 160% of base salary. It also provides a retention bonus of $8,500,000, with $3,500,000 payable on or about January 31, 2025 and $5,000,000 payable 60 days after June 30, 2026.

From July 1, 2026 through December 31, 2026, she will serve as an independent contractor at a monthly consulting fee of $41,666.66^b. Her 2025 target long-term incentive award is $8,750,000, and her 2026 target award is $4,375,000. Severance terms cover a qualifying termination (death, termination without Cause or due to Disability, or resignation for Good Reason).

These include lump-sum payments of remaining base salary and consulting fees, target-level bonus and unvested long-term incentive payouts, and any unpaid retention bonus installments, all subject to restrictive covenants and a general release. The Company also agreed to reimburse negotiation expenses up to $500,000^c. The Company reaffirmed its previously announced full-year 2024 financial outlook and plans to provide its 2025 outlook with its regularly scheduled February earnings release.

02—Key points

Key Highlights

CEO Michele G. Buck intends to retire effective June 30, 2026; she will remain in her current roles until a successor is appointed or that date, whichever is earlier.
A special committee of the Board is directing the search for the next CEO, considering external and internal candidates with a nationally recognized search firm.
Base salary is $1,400,000 with a target annual bonus of 160% of base salary; the 2026 bonus, if earned, will be prorated at 50%.
Retention bonus totaling $8,500,000: $3,500,000 payable on or about January 31, 2025 and $5,000,000 payable 60 days after June 30, 2026.
Long-term incentive targets are $8,750,000 for 2025 (35% time-based RSUs, 65% performance stock units, vesting December 31, 2026) and $4,375,000 for 2026 (100% time-based RSUs, vesting December 31, 2026).
Post-retirement consulting runs July 1 through December 31, 2026 at $41,666.66 per month, with knowledge transfer and strategic consulting services.
The Company reaffirmed its previously announced full-year 2024 financial outlook and will provide its 2025 outlook with its February earnings release.

03—Questions

Frequently Asked Questions

When will Michele Buck step down as CEO, and what happens if a successor is named early?
Ms. Buck intends to retire effective June 30, 2026. If a successor is appointed before that date, she becomes Special Advisor until June 30, 2026 and resigns from the Board at the earlier of the appointment date or June 30, 2026.
What compensation does Ms. Buck receive under the new agreement?
Her base salary is $1,400,000 with a target annual bonus of 160% of base salary. She receives a retention bonus of $8,500,000, paid as $3,500,000 around January 31, 2025 and $5,000,000 60 days after June 30, 2026. Her 2025 target long-term incentive award is $8,750,000, and her 2026 target is $4,375,000.
What role will Ms. Buck have after she leaves the CEO position?
From July 1, 2026 through December 31, 2026, she will serve as an independent contractor providing knowledge transfer and strategic consulting services at the Company's request, for a monthly consulting fee of $41,666.66.
What severance or retirement payments are provided?
On a qualifying termination (death, termination without Cause or due to Disability, or resignation for Good Reason), she receives lump sums for remaining base salary and consulting fees through the Consulting Period, a target-level bonus, accelerated vesting of outstanding long-term incentive awards at target, and unpaid retention bonus installments. On retirement on June 30, 2026, she receives the final retention bonus installment and the 2026 annual bonus if earned. These payments are conditioned on restrictive covenant compliance and a general release.
How is the Company handling the CEO search and near-term guidance?
The Board has appointed a special committee to direct the search for a successor, considering external and internal candidates with a nationally recognized search firm. The Company reaffirmed its previously announced full-year 2024 outlook and plans to provide its 2025 outlook in its regularly scheduled February earnings release.

04—Continue

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