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Hershey Trust members Brown, Koken nominated for Hershey Co. boardPair will not continue to draw trust compensation

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Two board members for The Hershey Trust Co., whose headquarters are seen here, have been named to serve on its namesake candy company's board.
Two board members for The Hershey Trust Co., whose headquarters are seen here, have been named to serve on its namesake candy company's board. - (Photo / )

Two former state officials who currently serve on the Hershey Trust Co. board have been nominated for overlapping posts with the panel that governs its namesake candy company.

M. Diane Koken, 64, and James Brown, 65, will not draw dual compensation while serving on the two boards, a spokesman confirmed, though it's the lesser $80,000 financial package from the trust that they will be giving up.

A Philadelphia Inquirer report indicated that their compensation as members of The Hershey Co. board will be "at least" $240,000 per year.

Hershey Co. spokeswoman Jennifer Sniderman referred questions about the directors' potential compensation to the company's most recent proxy report.

A review of that document showed that the panel's 10 non-employee members received between $240,000 and $285,000 in 2016.

Koken, of Lancaster County, served as Pennsylvania Insurance Commissioner from 1997 to 2007, first appointed by Gov. Tom Ridge.

Brown, of Chester County, was chief of staff for the late Gov. Robert P. Casey, and later for his son, current U.S. Sen. Bob Casey. He also has served in a number of state roles, including vice chairman of Gov. Tom Wolf's transition team.

Their nominations come as the trust is implementing reforms agreed to last year in a deal with the Pennsylvania Attorney General's office. Those reforms followed an AG's office investigation into pay, tenure and the selection process for trust board members.

Candy magnate Milton Hershey, who founded the chocolate company that bears his name, established the trust more than a century ago. Its purview also includes the Milton Hershey School Trust, The M.S. Hershey Foundation Trust and the Hershey Cemetery Trust. 

The trust also is The Hershey Co.'s main stockholder.

Kent Jarrell, a spokesman for the trust, told the Business Journal that its joint board — the body which oversees all trust functions — voted in January to end dual compensation for board members who serve on both the trust and candy company boards.

That decision is "appropriate and consistent" with other changes the trust is "currently undergoing," Jarrell added.

The trust sees overlapping board seats as an ongoing benefit, however. 

"Historically, as far back as Milton Hershey himself, there have always been overlapping directors of the joint board with the board of directors of the Hershey Co., consistent with the Hershey Trust’s status as controlling shareholder of the Hershey Co.," Jarrell said. "This allows the joint board to exercise its fiduciary duty to the school trust."

The joint board "believes the two additional overlapping directors will be excellent members of the Hershey Co. board," he added.

Under the terms of the deal with the AG's office, the trust may continue to elect members to the Hershey Co. board, but no more than three may sit at a time, and neither the school's president nor the trust's CEO may serve with the chocolate company.

Koken and Brown's appointments to the Hershey Co. board will be put to a shareholder vote at the company's May 3 stockholders' meeting.

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Roger DuPuis

Roger DuPuis

Roger DuPuis covers Cumberland County, health care, transportation, distribution, energy and environment. Have a tip or question for him? Email him at rdupuis@cpbj.com. Follow him on Twitter, @rogerdupuis2.

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