01—Abstract
Summary
Summary of the 8-K filed July 8, 2025. Cited figures are marked; the original filing is the authoritative source.
The Hershey Company (NYSE: HSY) has appointed Kirk Tanner as President and Chief Executive Officer, effective August 18, 2025, succeeding Michele G.
Buck, who announced her retirement at the start of 2025. Tanner will also join the Board of Directors on that date. He currently serves as President and CEO and a director of The Wendy's Company, and previously spent over 30 years at PepsiCo, most recently as CEO of PepsiCo Beverages North America, a business the press release describes as $28 billiona.
Under his Employment Agreement, Tanner receives an annual base salary of $1,250,000b and a cash incentive target of 180% of base salary, pro-rated for 2025. He will receive sign-on equity awards of $7,000,000 in restricted stock units and $4,000,000 in performance stock units, plus pro-rata 2025 awards of $1,181,250 in RSUs and $2,193,750 in PSUs. He is also eligible for an annual equity award with a target value of $9,000,000.
Severance on termination without cause or for good reason is 1.5xc base salary, along with incentive continuation, accelerated RSU vesting, and 18 months of welfare benefit continuation, subject to a release and restrictive covenants. Different terms apply within two years after a change in control. Michele Buck will retire as CEO and resign from the Board effective on the same date.
She will serve as a Special Advisor through June 30, 2026, and then as an independent contractor through December 31, 2026. The filing states that her decision does not reflect any dispute with the Company.
02—Key points
Key Highlights
- Kirk Tanner appointed President and CEO effective August 18, 2025, succeeding Michele G. Buck, who is retiring
- Tanner joins the Board of Directors as of the same effective date
- Base salary of $1,250,000 with a cash incentive target of 180% of base salary, pro-rated for 2025
- Sign-on equity totals $11,000,000 in RSUs and PSUs ($7,000,000 RSU and $4,000,000 PSU), plus pro-rata 2025 awards of $1,181,250 RSU and $2,193,750 PSU
- Annual equity award with an aggregate target value of $9,000,000
- Severance upon termination without cause or for good reason of 1.5x base salary, incentive continuation, accelerated RSU vesting, and 18 months of welfare benefits, subject to a release and covenants
- Buck to serve as Special Advisor through June 30, 2026, then as an independent contractor through December 31, 2026
03—Questions
Frequently Asked Questions
Who is replacing Michele Buck as CEO of Hershey?
Kirk Tanner, currently President and CEO of The Wendy's Company, has been appointed to succeed Buck as President and CEO effective August 18, 2025. He previously spent over 30 years at PepsiCo, most recently as CEO of PepsiCo Beverages North America.
What is Tanner's compensation package?
Tanner will receive an annual base salary of $1,250,000 and a cash incentive target of 180% of base salary, pro-rated for 2025. He will also receive sign-on awards of $7,000,000 in RSUs and $4,000,000 in PSUs, pro-rata 2025 awards of $1,181,250 in RSUs and $2,193,750 in PSUs, and an annual equity award with a target value of $9,000,000.
What happens to Tanner's pay if he is terminated without cause?
Termination without cause or for good reason entitles Tanner to 1.5x his base salary, continuation of his annual incentive opportunity, accelerated vesting of outstanding RSUs, and 18 months of Company-paid welfare benefits, subject to a general release and continued compliance with restrictive covenants. Different change-in-control provisions apply within two years after a change in control.
What is Michele Buck's role after the transition?
Buck will retire as CEO and resign from the Board effective August 18, 2025. She will serve as a Special Advisor until June 30, 2026, and then as an independent contractor from July 1, 2026 through December 31, 2026, providing knowledge transfer and strategic consulting. The filing states her decision does not reflect any dispute with the Company.
04—Continue