8-K: Hershey Appoints Kirk Tanner as New CEO, Succeeding Michele Buck

The Hershey Company has appointed Kirk Tanner, former PepsiCo and Wendy's executive, as its new President and Chief Executive Officer, effective August 18, 2025, succeeding retiring CEO Michele Buck.

Summary

• The Hershey Company's Board of Directors appointed Kirk Tanner as President and Chief Executive Officer (CEO), effective August 18, 2025.
• Mr. Tanner, age 57, will also join Hershey's Board of Directors, effective August 18, 2025.
• He previously served as President and CEO of The Wendy's Company since February 2024.
• Prior to Wendy's, Mr. Tanner spent over 30 years at PepsiCo, Inc., including serving as CEO of PepsiCo Beverages North America from January 2019 to February 2024, where he oversaw a $28 billion business.
• Michele G. Buck, the current President and CEO and Chairman of the Board, will retire from her roles effective August 18, 2025, as previously disclosed on January 10, 2025.
• Ms. Buck will continue to serve the Company as a Special Advisor until June 30, 2026, and then as an independent contractor for knowledge transfer and strategic consulting services until December 31, 2026.
• Mr. Tanner's executive employment agreement includes an annual base salary of $1,250,000.
• He is eligible for a cash incentive award (Target Bonus) targeted at 180% of his base salary, which will be pro-rated for the 2025 calendar year.
• He will be granted a restricted stock unit (RSU) award valued at $7,000,000 and a performance stock unit (PSU) award valued at $4,000,000, vesting over three years based on continued employment and performance goals, respectively.
• Additionally, he will receive pro-rata 2025 equity awards: an RSU award valued at $1,181,250 and a PSU award valued at $2,193,750.
• During his employment term, Mr. Tanner will be eligible for an annual equity-based compensation award with an aggregate target value of $9,000,000.
• The Company will reimburse Mr. Tanner for relocation expenses to Hershey, Pennsylvania, with a repayment clause if his employment is terminated for cause or without good reason prior to the second anniversary of the effective date.
• Mr. Tanner is subject to non-competition and non-solicitation covenants, and compensation recovery (clawback) provisions.

Sentiment

Score: 8

Explanation: The announcement of a new CEO with a strong industry background and a clear succession plan is generally positive for stability and future strategic direction. The detailed compensation package is competitive, attracting high-caliber talent. No significant negative or unexpected issues were disclosed.

Positives

• Appointment of Kirk Tanner, an experienced industry leader with a strong track record in the food and beverage sector, including CEO roles at PepsiCo Beverages North America (a $28 billion business) and The Wendy's Company.
• Mr. Tanner's deep experience in snacks, beverages, M&A, and innovation aligns well with Hershey's strategic ambition to be a 'Leading Snacking Powerhouse'.
• A well-managed leadership transition is in place, with outgoing CEO Michele Buck serving as a Special Advisor until June 30, 2026, and then as an independent contractor until December 31, 2026, ensuring continuity and knowledge transfer.
• The competitive compensation package for the new CEO, including a $1,250,000 base salary, 180% target bonus, and significant equity awards ($7 million RSU, $4 million PSU, plus pro-rata 2025 awards of $1.18 million RSU and $2.19 million PSU), is designed to attract and retain top-tier talent.

Risks

• Mr. Tanner is required to repay relocation expenses if his employment is terminated by the Company for Cause or by him without Good Reason prior to the second anniversary of the Effective Date.
• Severance benefits are conditioned on Mr. Tanner's execution and non-revocation of a general release of claims and continued compliance with certain restrictive covenants, with benefits ceasing if he knowingly and materially violates these covenants.
• Any compensation paid or awarded to Mr. Tanner is subject to compensation recovery (clawback) to the extent required by applicable law, regulations, or the Company's Compensation Recovery Policy.

Future Outlook

The company aims to continue its ambition to be a 'Leading Snacking Powerhouse' and deliver long-term, sustainable growth under the new leadership of Kirk Tanner, leveraging his experience in brand building, innovation, customer partnerships, and portfolio transformation.

Management Comments

• "Kirk is a proven, high-impact leader in the food and beverage industry with a great combination of customer and consumer passion, commercial acumen and operational scale." Mary Kay Haben, Lead Independent Director and Chair of the CEO Search Committee.
• "With a track record of driving growth in complex global businesses, Kirk brings a focused, results-driven mindset. His deep experience in snacks, beverages, M&A and innovation—combined with public company CEO and board roles—makes him well suited to lead Hershey into the future." Mary Kay Haben.
• "Kirk is a strong leader, earning followership at every level and is committed to engaging with employees, the community and stockholders to advance Hershey’s ambition to be a Leading Snacking Powerhouse and to deliver long-term, sustainable growth." Mary Kay Haben.
• "We also want to thank Michele for her exceptional leadership and the industry-leading performance delivered across her tenure. Michele architected and championed Hershey's Leading Snacking Powerhouse vision, guiding the company through multiple phases of transformational growth. The impact of her courageous leadership, evolution of portfolio and capabilities, and authentic connection to people leave a legacy and a roadmap that positions Hershey well for the future." Mary Kay Haben.
• "I am truly honored to be chosen as the next leader of a company I’ve long admired. Throughout my career, I've remained focused on the three pillars that drive success: understanding and delighting consumers, building strong partnerships with customers and investing in colleagues. This commitment to the three Cs will continue to guide our strategic decisions and fuel the growth of Hershey’s iconic brands—all while having fun with our employees and customers. Leading Hershey is a once-in-a-lifetime opportunity to make a difference with loved brands, and I look forward to working closely with the Board of Directors and the entire team to advance our Leading Snacking Powerhouse ambition." Kirk Tanner.
• "I am thrilled to see Kirk step into the role and look forward to working closely to help him onboard as he makes the transition to Hershey. Leading this business and having the privilege to work with such an exceptional team to transform Hershey into a multi-category snacking leader building one of the industry's most robust portfolios and the capabilities to drive current and future growth has been the greatest honor of my career." Michele Buck.

Industry Context

The appointment of Kirk Tanner, with his extensive background at PepsiCo (a major player in beverages and snacks) and The Wendy's Company (fast food), signals Hershey's continued focus on expanding its 'Leading Snacking Powerhouse' strategy. His experience in brand building, innovation, and M&A within the competitive food and beverage sector is highly relevant as consumer trends evolve towards diverse snacking options. This move positions Hershey to potentially accelerate growth and portfolio transformation, aligning with broader industry trends of diversification beyond traditional confectionery.

Comparison to Industry Standards

• Kirk Tanner's previous role as CEO of PepsiCo Beverages North America, overseeing a $28 billion business, indicates experience managing operations significantly larger than Hershey's current annual revenues of over $11.2 billion, suggesting a capacity for large-scale leadership.
• His extensive experience at PepsiCo, a global food, snack, and beverage corporation, provides a strong foundation in a highly competitive and innovative industry, comparable to other major CPG companies like Mondelez International, Nestlé, or Mars, Inc.
• The CEO stock ownership guideline of 6x base salary is a common practice among large publicly traded companies, aligning with best practices for executive alignment with shareholder interests.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Positive impact due to the appointment of an experienced leader, a clear succession plan, and a competitive compensation structure designed to incentivize long-term performance. The continuity provided by Michele Buck's advisory role also reduces transition risk.
• Employees: Potential for new strategic direction and leadership under Kirk Tanner. The well-managed transition plan may provide stability and clarity.
• Customers: Potential for continued innovation and brand building under new leadership, aiming to delight consumers and strengthen market position.
• Suppliers/Partners: Potential for strong partnerships under new leadership, as Kirk Tanner emphasizes building strong partnerships with customers, which often extends to the supply chain.

Next Steps

• Kirk Tanner to assume the role of President and CEO and join the Board of Directors on August 18, 2025.
• Michele Buck to transition to a Special Advisor role until June 30, 2026.
• Michele Buck to serve as an independent contractor for knowledge transfer and strategic consulting from July 1, 2026, through December 31, 2026.
• Granting of sign-on equity awards (RSU and PSU) and pro-rata 2025 equity awards to Kirk Tanner on or as soon as administratively practicable following the Effective Date.
• Establishment of individual and/or Company performance goals for Kirk Tanner's cash incentive award for the 2025 calendar year.

Key Dates

Recommendation

Keywords

CEO appointment, executive change, Hershey Company, Kirk Tanner, Michele Buck, succession plan, food and beverage, snacking industry, corporate governance, executive compensation, restricted stock units, performance stock units, PepsiCo, Wendy's