XML 52 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Year
SCT Total Compensation for CEO(1)
Compensation Actually Paid to CEO(2)
Average SCT Total Compensation for Other NEOs(1)
Average Compensation Actually Paid to Other NEOs(2)
Value of Initial Fixed $100 Investment Based on:GAAP Net Income ($mil.)
Company Selected Measure: Net Sales ($mil.)(4)
TSR
Peer Group TSR(3)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
202213,550,049 26,043,523 4,182,463 6,492,643 167 129 1,645 10,419 
202116,144,570 32,159,575 3,253,471 5,677,965 137 118 1,478 8,971 
202019,115,059 19,711,109 3,160,508 3,730,097 106 105 1,279 8,150 
   
Company Selected Measure Name Net Sales    
Named Executive Officers, Footnote [Text Block] 2022 CEO is Michele Buck; other NEOs are Charles Raup, Jason Reiman, Kristen Riggs, and Steven Voskuil; 2021 CEO is Michele Buck; other NEOs are Charles Raup, Jason Reiman, Kristen Riggs, and Steven Voskuil; 2020 CEO is Michele Buck; other NEOs are Damien Atkins (former), Charles Raup, Jason Reiman, Steven Voskuil, Kevin Walling (former), and Mary Beth West (former).    
Peer Group Issuers, Footnote [Text Block] Reflects total shareholder return indexed to $100 for the S&P 500 Packaged Foods Index, which is an industry line peer group reported in the performance graph included in the Company’s 2022 Annual Report on Form 10-K.    
PEO Total Compensation Amount $ 13,550,049 $ 16,144,570 $ 19,115,059
PEO Actually Paid Compensation Amount $ 26,043,523 32,159,575 19,711,109
Adjustment To PEO Compensation, Footnote [Text Block] In accordance with Item 402(v), the following adjustments were made to SCT Total Compensation to determine the CAP values:
Reconciliation of SCT Total Compensation to Compensation Actually Paid to CEO
Fiscal YearSCT Total Compensation for CEOMinus SCT Change in Pension Value for
CEO








Plus Pension Value Service Cost
Minus SCT Equity for CEO
Plus EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY(a)
Plus Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY(a)
Plus Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year(a)
CEO CAP
(a)(b)(c)(d)(e)(f)(g)(h)(i)=(b)-(c)+(d)- (e)+(f)+(g)+(h)
202213,550,049 — — 7,699,321 11,178,115 3,082,876 5,931,804 26,043,523 
202116,144,570 3,281,860 1,168,921 7,307,707 13,959,968 4,672,864 6,802,819 32,159,575 
202019,115,059 8,318,012 1,360,513 6,670,261 7,970,687 3,234,647 3,018,475 19,711,109 
(a) “EOY” = End of Year, “BOY” = Beginning of Year.
   
Non-PEO NEO Average Total Compensation Amount $ 4,182,463 3,253,471 3,160,508
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,492,643 5,677,965 3,730,097
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
Fiscal YearAverage SCT Total Compensation for Other NEOsMinus Average SCT Change in Pension Value for Other NEOs







Plus Average Pension Value Service Cost
Minus Average SCT Equity for Other NEOs
Plus Average EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY(a)
Plus Average Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY(a)
Plus Average Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year(a)
Average Other
NEOs CAP
(a)(b)(c)(d)(e)(f)(g)(h)(i)=(b)-(c)+(d)- (e)+(f)+(g)+(h)
20224,182,463 — — 1,830,380 2,643,959 578,685 917,916 6,492,643 
20213,253,471 12,952 7,566 1,396,596 2,629,668 609,680 587,129 5,677,965 
20203,160,508 22,294 2,545 798,826 945,004 223,840 219,320 3,730,097 
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block] The graphs below illustrate the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the CEO and other NEOs, for each of the years presented. For reference, SCT Total Compensation values for each year are also shown. As the graphs below illustrate, CAP amounts for our CEO and other NEOs are strongly aligned with Hershey’s TSR, as intended. hsy-20230404_g38.jpghsy-20230404_g39.jpg    
Compensation Actually Paid vs. Net Income [Text Block] The graph below reflects the relationship between the CEO and average other NEOs CAPs and GAAP Net Income for each of the years presented. GAAP Net Income is not used as a metric in our annual or long-term incentive plans.hsy-20230404_g40.jpg    
Compensation Actually Paid vs. Company Selected Measure [Text Block]
The graph below reflects the relationship between the CEO and average other NEOs CAPs and Net Sales for each of the years presented. Net Sales determined 50% of financial performance funding under our 2022 OHIP and is an important top-line measure that, when combined with the other measures in the OHIP and PSU awards, supports long-term shareholder value creation.
hsy-20230404_g41.jpg
   
Total Shareholder Return Vs Peer Group [Text Block] The graphs below illustrate the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the CEO and other NEOs, for each of the years presented. For reference, SCT Total Compensation values for each year are also shown. As the graphs below illustrate, CAP amounts for our CEO and other NEOs are strongly aligned with Hershey’s TSR, as intended. hsy-20230404_g38.jpghsy-20230404_g39.jpg    
Total Shareholder Return Amount $ 167 137 106
Peer Group Total Shareholder Return Amount 129 118 105
Net Income (Loss) $ 1,645,000,000 $ 1,478,000,000 $ 1,279,000,000
Company Selected Measure Amount 10,419,000,000 8,971,000,000 8,150,000,000
PEO Name Michele Buck    
Additional 402(v) Disclosure [Text Block]
Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act (referred to herein as Item 402(v)). As required by Item 402(v), we have included:
A list of the most important measures that our Compensation Committee used in 2022 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance;
A pay versus performance table that compares the total compensation of our NEOs as presented in the “Summary Compensation Table” (“SCT Total Compensation”) to CAP and that compares CAP to specified performance measures, including TSR, Peer Group TSR (as defined below), Net Income calculated in accordance with GAAP (“GAAP Net Income”) and our Company selected financial performance measure, Net Sales (as defined in the section titled “Compensation Discussion & Analysis”); and
Graphs that describe:
The relationship between our TSR and the TSR of the S&P 500 Packaged Foods Index (the “Peer Group TSR”); and
The relationships between CAP and our cumulative TSR, GAAP Net Income, and our Company selected financial performance measure, Net Sales.
This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by our executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee does not use CAP as a basis for making compensation decisions, nor does it use GAAP Net Income or Peer Group TSR for purposes of determining incentive compensation. Please see the section titled “Compensation Discussion & Analysis” for a discussion of our executive compensation program objectives and the ways in which we align our executives’ compensation with the Company’s performance.
For purposes of the following disclosures, each of Salary, Bonus, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings and All Other Compensation is calculated in the same manner for purposes of CAP as it is calculated for purposes of SCT Total Compensation. There are, however, two primary differences between the calculation of CAP and SCT Total Compensation:
SCT Total CompensationCAP
PensionYear-over-year change in the actuarial present value of pension benefitsCurrent year service cost and any prior year service cost (if a plan amendment occurred during the year)
Stock and Option AwardsGrant date fair value of stock and option awards granted during the year
Year-over-year change in the fair value of stock and option awards that are unvested as of the end of the year or that vested or were forfeited during the year(1)
____________________
(1)    Includes any dividends paid on equity awards in the fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award.
Net Sales was the most heavily weighted financial performance metric under our 2022 OHIP and is an important top-line measure that, when combined with the other measures in the OHIP and PSU awards, supports long-term shareholder value creation. Net Sales is the Company-selected financial performance measure included in the table and graphs that follow. Net Sales is a non-GAAP financial performance measure. For more information on how we define and use Net Sales in our executive compensation program, please see the section titled “Compensation Disclosure & Analysis” above.The dollar amounts reported represent CAP, as computed in accordance with Item 402(v). The fair value of option awards was determined using a Black-Scholes option-pricing model. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year.
   
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Net Sales    
Non-GAAP Measure Description [Text Block] Values shown reflect Net Sales as calculated for purposes of our executive compensation program for the applicable reporting year.    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EPS    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Free Cash Flow    
PEO [Member] | Change in Pension Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 3,281,860 $ 8,318,012
PEO [Member] | Pension Adjustments, Service Cost [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 1,168,921 1,360,513
PEO [Member] | Stock Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 7,699,321 7,307,707 6,670,261
PEO [Member] | Equity Awards Granted During the Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 11,178,115 13,959,968 7,970,687
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,082,876 4,672,864 3,234,647
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,931,804 6,802,819 3,018,475
Non-PEO NEO [Member] | Change in Pension Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 12,952 22,294
Non-PEO NEO [Member] | Pension Adjustments, Service Cost [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 7,566 2,545
Non-PEO NEO [Member] | Stock Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,830,380 1,396,596 798,826
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,643,959 2,629,668 945,004
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 578,685 609,680 223,840
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 917,916 $ 587,129 $ 219,320