MATTEL INC /DE/
MAT DEF 14A Report ended April 3, 2025
MATTEL INC /DE/
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a party other than the Registrant
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Mattel, Inc.
(Name of Registrant as
Specified
In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Dear Fellow Stockhold
e
r
s,
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2024 was another successful year for Mattel, as we continued to execute our multi-year strategy
to grow our IP-driven toy business and expand our entertainment offering. Our priorities were to
grow profitability, expand gross margin, and generate strong free cash flow.
1
We achieved all
three objectives, demonstrating strong operational excellence. Our results were particularly
noteworthy considering the comparison against the success of the Barbie movie in 2023.
Full year net sales were down 1% versus the prior year, with significant gross margin expansion of
330 basis points, earnings per share growth of 163%, and free cash flow of nearly $600 million.
We ended 2024 with the strongest balance sheet we have had in years, including $1.4 billion in
cash. Aligned with our capital allocation priorities, we repurchased $400 million of our common
stock, following $203 million of repurchases in 2023.
We continued to improve operations, announcing a new Optimizing for Profitable Growth cost
savings program targeting $200 million of annualized gross cost savings between 2024 and 2026.
The program is already tracking ahead of schedule, having achieved $83 million of savings
in 2024.
Execution on our toy strategy was strong. Among the highlights for the year, we grew global
market share in Dolls, Vehicles, and Games,
2
successfully relaunched catalog IP, strengthened
relationships with major entertainment partners and sports franchises such as Universal and
WWE, and released new, innovative, and inspiring product lines. Mattel ranked #1 globally in
each of our leader categories: Dolls, Vehicles, and Infant, Toddler, and Preschool.
2
Additionally,
Barbie, Hot Wheels, Fisher-Price, and Uno were each the #1 global property in their
respective categories.
2
We also made meaningful progress on our entertainment strategy across film, television, digital,
consumer products, and live experiences. In films, the Masters of the Universe live-action movie
worldwide theatrical release date was announced for June 5, 2026, the Matchbox live-action
movie was greenlit, and the Monster High and Bob the Builder movies began development,
bringing the total number of announced Mattel films in development or production to 16. Mattel
Television Studios premiered 14 series and specials in 2024, including Barney’s World, as part of
a highly anticipated franchise relaunch. In digital gaming, the Mattel163 mobile gaming joint
venture with NetEase continued to grow and exceeded $200 million in revenue. In live events, the
Hot Wheels Legends Tour grew attendance by more than 40% over the prior year, development
continued on the Mattel Adventure Park in Glendale, Arizona, and a second Mattel Adventure
Park was announced for Kansas City, Kansas.
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Ynon Kreiz
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Chairman and CEO
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Roger Lynch
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Independent
Lead Director
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Our commitment to corporate citizenship is ongoing, as part of our aim to foster an environment that attracts incredibly talented
people and a culture of respect and belonging that we’re very proud of, benefiting our business and consumers. In 2024, Mattel
received recognition for its workplace culture from Forbes, Fast Company, Time, and the Great Place to Work Institute, among
many others.
Mattel’s Board of Directors maintains industry-leading governance practices that enhance long-term stockholder value creation.
The Board represents a range of experience and perspectives, encompassing talent, skills, and expertise that align with our
business strategy and contribute to effective oversight. In 2024, Roger Lynch became Mattel’s Independent Lead Director and
Julius Genachowski and Dawn Ostroff joined the Board, bringing combined extensive experience in media, entertainment, and
technology, with expertise in finance, M&A, and government regulation.
A top priority for the Board and our management team is active, year-round stockholder engagement. During 2024, Mattel’s
Independent Lead Director, along with members of management, engaged with stockholders representing approximately 56%
of our outstanding shares. The input we received from investors was shared with our Governance and Social Responsibility
Committee and the Board, providing visibility into stockholder perspectives on Mattel’s business strategy, board composition, and
leadership structure, as well as executive compensation, corporate governance, and corporate citizenship practices.
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2
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Mattel, Inc.
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Dear Fellow Stockholders
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2025 is Mattel’s 80th anniversary year. We are excited to celebrate this important milestone and continue our mission to create
innovative products and experiences that inspire fans, entertain audiences, and develop children through play. As a leading global
toy and family entertainment company and owner of one of the most iconic brand portfolios in the world, we are committed to
empowering generations to explore the wonder of childhood and reach their full potential. We are proud of the work we do every
day, the impact of our brands, and the contributions we make in the communities where we live, work, and play. I would like to
thank the entire Mattel team for their collaboration, innovation, and execution, and for achieving our strong 2024 results.
We appreciate your ongoing support of Mattel and believe we are well positioned to continue the successful execution of our
strategy and to create long-term stockholder value.
Sincerely,
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Ynon Kreiz
Chairman and Chief Executive Officer
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Roger Lynch
Independent Lead Director
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(1)
Free cash flow is a non-GAAP measure under the SEC’s rules. Please see “Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations” on page
94
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(2)
Source: Circana, LLC, Retail Tracking Service, G10 (US, CA, MX, BR, FR, IT, SP, DE, UK, AU), Dolls, Vehicles, Infant Toddler & Preschool Supercategories, and Games Excl Trade Card
Game Subsegment, Projected USD, JAN – DEC 2024.
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2025 Proxy Statement
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3
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Mattel, Inc. Notice of 2025 Annual Meeting
of Stockholders
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Date and Time
May 28, 2025
at 1:00 p.m.
(Los Angeles time)
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Virtual Meeting
You may attend the virtual meeting by visiting:
www.virtualshareholdermeeting.com/MAT2025
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Record Date
Holders of record of Mattel
common stock at the close of
business on
March 31, 2025
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We will consider and act on the following matters of business at our 2025 annual meeting of stockholders (“2025 Annual Meeting”):
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Matter
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The Board’s Recommendations
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Proposal 1:
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Election of the ten director nominees named in the Proxy Statement
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FOR
each Director Nominee
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Proposal 2:
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Ratification of the selection of PricewaterhouseCoopers LLP as Mattel’s independent
registered public accounting firm for the year ending December 31, 2025
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FOR
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Proposal 3:
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Advisory vote to approve named executive officer compensation (“Say-on-Pay”)
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FOR
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Proposal 4:
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Approval of an amendment to our Restated Certificate of Incorporation to provide for officer
exculpation as permitted by Delaware law
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FOR
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Proposal 5:
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Stockholder proposal to disclose plan to reduce total contribution to climate change
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AGAINST
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Such other business as may properly come before the 2025 Annual Meeting
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Stockholders of record as of the close of business on
March 31, 2025
will be able to attend the 2025 Annual Meeting, vote, and submit questions
during the meeting via live webcast by visiting
www.virtualshareholdermeeting.com/MAT2025
. To participate in the meeting, stockholders of record
must have the 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials (“Notice”) or on your proxy card if you
receive the proxy materials by mail.
If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through the
www.ProxyVote.com website, then you may access, participate in, and vote at the 2025 Annual Meeting with the 16-digit control number indicated
on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker, or other
nominee (preferably at least five days before the 2025 Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or
vote at the 2025 Annual Meeting. You will only be able to attend the 2025 Annual Meeting virtually via the webcast.
Whether or not you expect to attend the 2025 Annual Meeting online, please vote as soon as possible so that your shares will be represented and
voted at the 2025 Annual Meeting.
By Order of the Board of Directors
Jonathan Anschell
Secretary
El Segundo, California
April 3, 2025
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How To Vote
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Internet
www.ProxyVote.com (prior to
May 28, 2025
). Attend our annual meeting virtually by
logging into the virtual annual meeting website and vote by following the instructions
provided on the website (during the meeting)
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Telephone
1-800-690-6903
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Mail
Mark, sign, date, and promptly mail the enclosed proxy
card in the postage-paid envelope
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Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting to be held on
May 28,
2025
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The proxy statement (“Proxy Statement”) and the Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 (“2024 Annual Report”) are available at https://investors.mattel.com/financials/annual-reports.
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4
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Mattel, Inc.
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Table of Contents
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2025 Proxy Statement
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5
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Amendment to Restated Certificate of Incorporation
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Proposal 4
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Approval of an Amendment to Our
Restated Certificate of
Incorporation to Provide for
Officer Exculpation as Permitted
by Delaware Law
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Appendix A - Mattel, Inc. Restated Certificate of Incorporation
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Cautionary information and forward-looking statements.
Mattel cautions the reader that this Proxy Statement contains a
number of forward-looking statements, which are statements that relate to the future and are, by their nature, uncertain. Forward-
looking statements can be identified by the fact that they do not relate strictly to historical or current facts. The use of words such
as “anticipates,” “expects,” “intends,” “plans,” “projects,” “looks forward,” “confident that,” “believes,” and “targeted,” among others,
generally identify forward-looking statements. These forward-looking statements are based on currently available operating,
financial, economic, and other information and assumptions, and are subject to a number of significant risks and uncertainties.
A variety of factors or combination of factors, many of which are beyond Mattel’s control, may cause actual future results or
outcomes, or the timing of those results or outcomes, to differ materially from those contained in any forward-looking statements,
including, but not limited to, the risks and uncertainties as may be described in Mattel’s filings with the Securities and Exchange
Commission, including the “Risk Factors” section of Mattel’s Annual Report on Form 10-K for the fiscal year ended December 31,
2024 and subsequent periodic filings, as well as in Mattel’s other public statements. Mattel does not update forward-looking
statements and expressly disclaims any obligation to do so, except as required by law. Website references throughout this
document are provided for convenience only, and the content on the referenced websites is not part of or incorporated by reference
into this Proxy Statement. References to “Mattel,” the “Company,” “we,” “us,” or “our” in this Proxy Statement refer to
Mattel, Inc.
and/or one or more of its subsidiaries.
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6
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Mattel, Inc.
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2024 Business and Strategic Overview
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Overview
2024 was another successful year for Mattel, as we continued to execute our multi-year strategy to grow our IP-driven toy
business and expand our entertainment offering. Our priorities were to grow profitability, expand gross margin, and generate
strong free cash flow.
1
We achieved all three objectives, demonstrating strong operational excellence. Our results were driven
by cost savings, lower inventory management costs, supply chain efficiencies, and foreign currency exchange favorability and
other factors, which more than offset the prior year benefit associated with the Barbie movie.
Full year net sales were down 1% versus the prior year, with significant gross margin expansion of 330 basis points, earnings
per share growth of 163%, and free cash flow of nearly $600 million. We ended 2024 with the strongest balance sheet we have
had in years, including $1.4 billion in cash. Aligned with our capital allocation priorities, we repurchased $400 million of our
common stock, following $203 million of repurchases in 2023.
We continued to improve operations, announcing a new Optimizing for Profitable Growth cost savings program targeting $200
million of annualized gross cost savings between 2024 and 2026. The program is tracking ahead of schedule, having achieved
$83 million of savings in 2024.
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(1)
Free cash flow is a non-GAAP measure under the SEC’s rules. Please see “Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations” on page
94
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Business Highlights
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Full year net sales declined 1% as compared to the prior year
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Gross margin increased 330 basis points to 50.8%
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Earnings per share increased $0.98 to $1.58
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Cash and equivalents increased $127 million and we ended the year with $1.4 billion of cash, after repurchasing $400 million of
our common stock
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Launched the Optimizing for Profitable Growth cost savings program, which achieved $83 million of savings in the year,
out of
our $200 million target by the end of 2026
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Grew global market share in Dolls, Vehicles, and Games,
1
successfully relaunched catalog IP, strengthened relationships with
major entertainment partners and sports franchises such as Universal and WWE, and released new, innovative, and inspiring
product lines
•
Mattel ranked #1 globally in each of our leader categories: Dolls, Vehicles, and Infant, Toddler, and Preschool
1
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Barbie, Hot Wheels, Fisher-Price, and Uno were each the #1 global property in their respective categories
1
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Mattel Films continued to advance its theatrical slate: Masters of the Universe‘s worldwide theatrical release date of June 5,
2026 was announced and the Matchbox live-action movie was greenlit, both of which are now in production; Monster High and
Bob the Builder movies began development, bringing the total number of films in development or production with major studio
partners to 16
•
Mattel Television Studios released 18 TV titles, including Hot Wheels Let's Race Season 2, three Barbie animated premieres,
and Barney's World, as part of a highly anticipated franchise relaunch
•
Mattel
163, our joint venture with NetEase, exceeded $200 million in revenue
•
Hot Wheels Legends Tour completed 22 stops in 13 countries and grew attendance by more than 40% over the prior year
(1)
Source: Circana, LLC, Retail Tracking Service, G10 (US, CA, MX, BR, FR, IT, SP, DE, UK, AU), Dolls, Vehicles, Infant Toddler & Preschool Supercategories, and Games Excl Trade Card
Game Subsegment, Projected USD, JAN – DEC 2024
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2025 Proxy Statement
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7
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Mattel Purpose and Mission
Our purpose and mission guide us in executing our strategy. Over the last few years, we have successfully broadened our reach
outside of toys into new entertainment verticals and expanded to new demographics. Our Purpose and Mission reflect the Mattel of
today and where we are heading.
Mattel Strategy
Mattel’s multi-year strategy is to grow our IP-driven toy business and expand our entertainment offering
through
scaling our
portfolio, optimizing operations, evolving demand creation, growing our franchise brands, and accelerating content, consumer
products, digital, and live experiences.
Grow
IP-Driven Toy Business and Expand Entertainment Offering
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8
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Mattel, Inc.
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Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the
information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete
information regarding our 2024 financial performance, please review our Annual Report on Form 10-K for the year ended
December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on
February 26, 2025
. We made this
Proxy Statement available to stockholders beginning on April 3, 2025.
Voting
Matters and Board Recommendations
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Proposal
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The Board’s
Recommendations
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Page
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1
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Election of Ten Director Nominees
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FOR
each
Director Nominee
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2
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Ratification of PricewaterhouseCoopers LLP as our Independent Accounting Firm for the
Year Ending December 31, 2025
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FOR
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3
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Advisory Vote to Approve Named Executive Officer Compensation
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FOR
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4
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Approval of an Amendment to our Restated Certificate of Incorporation to Provide for
Officer Exculpation as Permitted by Delaware Law
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FOR
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5
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Stockholder Proposal to Disclose Plan to Reduce Total Contribution to Climate Change
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AGAINST
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How To Vote
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Internet
www.ProxyVote.com (prior to
May 28,
2025
). Attend our annual meeting virtually
by logging into the virtual annual meeting
website and vote by following the
instructions provided on the website
(during the meeting)
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Telephone
1-800-690-6903
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Mail
Mark, sign, date, and promptly
mail the enclosed proxy card in
the postage-paid envelope
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2025 Proxy Statement
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9
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Director Nominees
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Ynon Kreiz
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Roger Lynch
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Adriana Cisneros
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Diana Ferguson*
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Director Since: 2017
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Director Since: 2018
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Director Since: 2018
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Director Since: 2020
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Committee Membership
:
Stock Grant
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Committee Memberships
:
Executive (Chair),
Compensation, Finance
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Committee Membership
:
Governance and Social
Responsibility
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Committee Memberships
:
Audit (Chair), Executive
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Chairman of the Board
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Independent Lead Director
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Independent
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Independent
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Julius Genachowski*
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Prof. Noreena Hertz
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Soren Laursen*
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Dominic Ng*
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Director Since: 2024
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Director Since: 2023
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Director Since: 2018
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Director Since: 2006
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Committee Memberships
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Audit, Governance and
Social Responsibility
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Committee Membership
:
Governance and Social
Responsibility (Chair),
Executive
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Committee Memberships
:
Audit, Finance
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Committee Memberships
:
Finance (Chair), Audit,
Executive
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Independent
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Independent
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Independent
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Independent
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Dr. Judy Olian
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Dawn Ostroff
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Director Since: 2018
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Director Since: 2024
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Committee Memberships
:
Compensation (Chair),
Governance and Social
Responsibility, Executive
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Committee Membership
:
Compensation
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Independent
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Independent
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* Audit Committee Financial Expert
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10
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Mattel, Inc.
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Proxy Summary
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Director Nominees Snapshot
We believe effective oversight comes from a board of directors that represents a wide range of experience and perspectives that
collectively provide the talent, skills, expertise, and independence necessary for sound governance. The nominees to our Board of
Directors (the “Board”) possess a broad set of skills, experience, and attributes that align with our business strategy and contribute
to effective oversight. A summary of the skills, experience, and attributes of our director nominees is provided below. A matrix
further illustrating our directors' skills, experience, and attributes and describing the skills and experience the Board believes are
Director
Nominees Skills, Experience, and Attributes
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Brand and
Marketing
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Corporate
Citizenship
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Entertainment
/ Media
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Finance,
Accounting,
or Financial
Reporting
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Human Capital
Management
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Industry
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International /
Global
Operations
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Senior
Leadership
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Supply
Chain
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Technology /
E-Commerce
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6
of 10
nominees
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6
of 10
nominees
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8
of 10
nominees
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8
of 10
nominees
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8
of 10
nominees
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6
of 10
nominees
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8
of 10
nominees
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9
of 10
nominees
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3
of 10
nominees
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6
of 10
nominees
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Board Refreshment and Composition
As part of the Board’s ongoing process to add experience and skill sets that support the oversight and execution of our business
strategy, the Board has undergone significant refreshment in recent years, appointing four
directors since 2020
.
The director
nominees bring a wide range of valuable perspectives and experiences that the Board believes will best support
Mattel
in
executing
its strategy
. Our director nominees are 90% independent, with an average tenure on the Board of 5.8 years and an average age of
61 years.
Corporate Governance Highlights
We maintain industry leading corporate governance and Board practices that promote accountability and enhance
effectiveness in the boardroom.
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Corporate Governance Practices
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Board Practices
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Annual elections for all directors
Majority voting standard
Robust Independent Lead Director role with
significant responsibilities
Stockholder right to call special meetings
Stockholder right to proxy access
Stockholder ability to remove directors with or
without cause
Stockholder ability to act by written consent
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Routine review of Board leadership structure
Annual Board and Committee evaluations
Robust director and Chief Executive Officer (“CEO”)
succession planning and search process
Annual review and evaluation of the CEO’s performance
by independent directors
Quarterly executive sessions held without
management present
Comprehensive risk management with Board and
committee oversight
Nine of ten director nominees are independent
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2025 Proxy Statement
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11
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Ongoing Stockholder Engagement Program
Stockholder feedback is an important consideration for the Board, helping to
shape our practices.
Mattel has established and maintains an ongoing and active stockholder engagement program. This engagement helps inform the
Board’s understanding of stockholder perspectives on a wide range of matters. Stockholder dialogue is a year-round practice for
Mattel facilitated by our Investor Relations team. In addition to regular investor relations meetings throughout the year, we maintain
a robust stockholder engagement program focused on corporate governance, executive compensation, and corporate citizenship
matters led by an independent director.
In
Fall
2024, our Independent Lead Director, Mr. Lynch, participated in all such meetings
with members of senior management
. The Independent Lead Director’s participation in these meetings allowed for a direct line of
communication with the Board.
Stockholder Engagement Cycle
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Spring
•
In-season stockholder
engagement meetings conducted
to understand stockholder views
on proposals, if needed
•
Annual meeting of stockholders
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Summer
•
Annual meeting vote results and
feedback reviewed
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Review regulatory developments
and corporate governance
best practices
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Plan off-season engagement efforts
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Winter
•
Continue independent director-
led off-season stockholder
engagement efforts
•
Review stockholder feedback
with Board and management
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Consider enhancements to
corporate governance and
executive compensation
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Fall
•
Independent director-led off-season
stockholder engagement
meetings conducted
•
Stockholder input shared with
Governance and Social
Responsibility Committee and Board
and enhancements considered
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Input received from our stockholders during these meetings is shared with the Governance and Social Responsibility Committee,
the Compensation Committee, as appropriate, and the Board, who take this input into account when considering governance and
executive compensation changes
. In
Fall
2024, our stockholders expressed continued support for our Board composition and
leadership structure, our executive compensation programs, an
d our corporate citizenship strategy
.
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Total Percentage of Shares Held by Stockholders
Contacted in Fall 2024
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Total Percentage of Shares Held by Stockholders
Engaged in Fall 2024
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~71%
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~56%
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Our conversations with stockholders in these engagement meetings covered a variety of topics, including:
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Board Composition and Skillsets
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Board Leadership Structure
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Board Oversight
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Business Strategy
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Capital Allocation
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Executive Compensation
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Executive Succession Planning
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Governance Practices
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Corporate Citizenship
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We believe our ongoing stockholder engagement is productive and provides for an open exchange of ideas and perspectives for
both Mattel and our stockholders. We look forward to continuing these dialogues with our stockholders in 2025 and beyond.
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12
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Mattel, Inc.
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Proxy Summary
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Executive Compensation Highlights
Our executive compensation programs reflect our commitment to pay-for-performance and compensation governance
best practices by emphasizing at-risk performance-based compensation and long-term stockholder value creation in the
form of an annual short-term cash incentive (Mattel Incentive Plan or “MIP”) and annual stock-based long-term
incentives (“LTIs”).
The chart below shows the 2024 target total direct compensation (“TDC”)* mix for our CEO and the average 2024 target TDC* mix
for our other named executive officers (“NEOs”).
Significant Portion of 2024 Target TDC
*
At-
Risk
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CEO
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Average of other NEOs
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*
2024 target TDC is the sum of 2024 year-end annual base salary, MIP target incentive opportunity, and annual LTIs (i.e., grant value of performance-based restricted stock units (“Performance
Units”) granted under the 2024-2026 Long-Term Incentive Program (“LTIP”)
and restricted stock units (“RSUs”)). Target TDC does not include, and the charts above do not reflect, any special or
one-time stock awards granted during the year.
2024 CEO Retention Performance Grant
In September 2024, the Compensation Committee approved a one-time retention grant consisting entirely of
Performance Units
to
our CEO, Ynon Kreiz, (the “Retention Performance Grant”) in order to incentivize retention and drive significant Company stock
price performance and market outperformance. The
Committee
made this grant in recognition of Mr. Kreiz’s track record of strong
performance and the importance of his ongoing leadership to Mattel’s continued execution of key growth initiatives to drive
value creation.
The Retention Performance Grant
was designed to create strong and direct alignment to stockholder value creation. The grant is
100% performance-based with no portion earned unless the Company achieves rigorous stock price or relative total stockholder
return (“relative TSR”) performance goals over a five-year period.
Full details on the Retention Performance Grant, including the Compensation Committee’s rationale and considerations can be
|
2025 Proxy Statement
|
13
|
2024
Pay Outcomes Reflect Our Pay-For-Performance Philosophy
|
Compensation Components
|
Characteristics
|
2024 Actions/Results
|
|
Base Salary
|
•
Provide fixed cash compensation based on individual
role, skill set, market data, performance, criticality to
the Company, and internal pay parity
|
Increased Mr. Kreiz’s 2024 base
salary in recognition of his
outstanding performance and the
criticality and impact of his role as
CEO, supported by competitive
market practices based on data
provided by Frederic W. Cook & Co.
(“FW Cook”) and our pay-for-
performance philosophy, as
|
|
Annual Cash
Incentive (MIP)
|
•
Incentivize and motivate senior executives to achieve
our short-term strategic and financial objectives that we
believe will drive long-term stockholder value
•
Our 2024 MIP financial measures focused on
improving profitability, topline performance, and
improving our working capital position. The 2024 MIP
was structured as follows:
◦
65% MIP-Adjusted EBITDA Less Capital Charge
◦
20% MIP-Adjusted Net Sales
◦
15% MIP-Adjusted Gross Margin
◦
Multiplier based on Individual Performance
|
Increased Steve Totzke’s 2024
target MIP opportunity in recognition
of the criticality and impact of his
role as President & Chief
Commercial Officer, supported by
competitive market practices based
on data provided by FW Cook and
our pay-for-performance philosophy,
The Company financial performance
earnout for the 2024 MIP was
177.1% of target opportunity, as
|
|
Stock-Based Long-Term
Incentives (LTIs)
|
•
Aimed at focusing our senior executives on achieving
our key long-term financial objectives, while rewarding
relative growth in stockholder value that is sustained
over several years
|
Set 2024 LTI values at levels
supported by competitive market
practices based on data provided by
FW Cook and reflective of individual
roles and performance, as well as
our pay-for-performance philosophy,
|
|
•
Performance
Units
|
•
Incentivize and motivate senior executives to achieve
key long-term financial objectives and stock price
outperformance
•
The Performance Units granted under the three-year
LTIP cycles are structured as follows:
◦
Three-Year Cumulative Adjusted Free Cash Flow
◦
Multiplier based on Three-Year relative TSR vs. S&P
500 constituents
•
Mr. Kreiz also received the one-time Retention
Performance Grant, subject to a five-year vesting period,
as discussed on page
52
|
The payout for the 2022-2024 LTIP
was 46% of target Performance
Units granted, as discussed on
|
|
•
RSUs
|
•
Encourage senior executive stock ownership
•
Support stockholder-aligned retention
•
Vest in annual installments over three years
|
|
|
14
|
Mattel, Inc.
|
|
|
Proxy Summary
|
2024 Pay-For-Performance Results
2024 MIP earnout reflects successful execution of financial and operating plan that significantly exceeded our
profitability and operational targets.
Outcomes of our compensation programs in 2024 reflect the successful execution of our financial and operating plan. Our
priorities for the year were to grow profitability, expand gross margin, and generate strong f
ree cash flow,
1
and we achieved all
three objectives.
We significantly exceeded our MIP-Adjusted EBITDA Less Capital Charge* target, driven by cost savings, lower inventory
management costs, supply chain efficiencies, and foreign currency exchange favorability and other factors, which more than offset
the prior year benefit associated with the
Barbie movie
. We also significantly exceeded our MIP-Adjusted Gross Margin* target,
driven by the same factors. MIP-Adjusted Net Sales* performance was slightly below
target
.
|
MIP-Adjusted EBITDA Less Capital Charge*
|
MIP-Adjusted Net Sales*
|
MIP-Adjusted Gross Margin*
|
|
|
|
($ in millions)
(1)
Free cash flow is a non-GAAP measure under the SEC’s rules. Please see “Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations” on page
94
.
2022-2024 LTIP earnout reflects below-target
Adjusted Free Cash Flow* generation and below-threshold
relative TSR over the three-year performance period
.
Our
below-target Adjusted Free Cash Flow performance
and below-threshold relative TSR over the three-year performance period
resulted in a total 2022-2024 LTIP payout of 46% of target Performance Units granted.
|
Three-Year Cumulative Adjusted Free Cash Flow*
|
Relative TSR Percentile
|
||||
|
|
||||
($ in millions)
*
The
tables above reflect Mattel’s 2024 performance with respect to MIP-Adjusted EBITDA Less Capital Charge, MIP-Adjusted Net Sales, MIP-Adjusted Gross Margin, and Adjusted Free Cash
Flow, which are non-GAAP measures under the SEC’s rules. These measures are an integral part of the pre-established plan parameters for the MIP and LTIP, which were approved by the
Compensation Committee and are intended to ensure that events outside the control of management do not unduly influence the achievement of the performance measures, and that
employees are not penalized or benefited by the impact of unusual items that are unforeseeable or unquantifiable at the time the respective plan parameters are set, while also aligning them
with stockholders’ interests. Please see “Management Incentive Non-GAAP Financial Measures” on page
95
for definitions of these measures and a description of the adjustments under the
MIP and LTIP.
|
2025 Proxy Statement
|
15
|
Compensation Governance Best Practices
The Compensation Committee maintains the following compensation governance best practices, which establish strong safeguards
for our stockholders and further enhance the alignment of senior executives’ interests with stockholders’ interests:
|
What We Do
|
What We Do Not Do
|
||
|
Clawback Policy applicable to all Section 16 officers and
other officers at or above the level of Executive Vice
President (“EVP”)
Best practice severance benefits at competitive levels not
greater than 2x the sum of base salary and annual bonus,
applicable to the CEO and direct reports to the CEO
Double-trigger accelerated vesting in the event of a
change of control
Robust stock ownership guidelines as a multiple of base
salary: 6x for the CEO, 4x for the Chief Financial Officer
(“CFO”), and 3x for other NEOs
Independent compensation consultant
Annual compensation risk assessment
Annual review comparing executive compensation with
peer companies (“peer group”)
|
No excise tax gross-ups on severance or other payments
in connection with a change of control
No poor pay practice tax gross-ups on perquisites
and benefits
No hedging or pledging by Board members, officers, or
employees permitted
No repricing of stock options without stockholder approval
|
|
16
|
Mattel, Inc.
|
|
|
Proxy Summary
|
Human Capital Management
We believe recruiting, developing, and motivating a talented global workforce
are
important to Mattel’s long-term growth and
success. Through our focus on employee engagement, equal employment opportunity, training and development, health and
safety, and employee
well-being
, we endeavor to create a supportive and rewarding environment where employees are
encouraged to collaborate, innovate, and grow. The Board, Compensation Committee, and Governance and Social
Responsibility Committee are involved in the oversight of how Mattel fosters its culture and receive regular updates on our
workforce management.
We are committed to fostering a culture where all employees have the opportunity to realize their full potential. Management
regularly collects feedback to measure employee engagement and job satisfaction on an ongoing basis through its annual global
engagement survey, which is used to help improve the employee experience and strengthen our workplace culture. We value a
wide range of ideas and voices that help evolve and broaden Mattel’s perspectives, with a reach that extends to consumers,
customers, business partners, and suppliers.
We believe continuously developing skills and capabilities for the future is essential to operating as an IP-driven, high-performing
toy and family entertainment company. Additionally, offering the opportunity for employees to continuously learn and grow their
careers at Mattel is a key driver of our employee engagement strategy. Around the globe, employees at all levels participate in a
variety of online classes and instructor-led training, including professional development, management development, and
technical training.
We are focused on creating a safe and healthy workplace for all of our employees
. This is reflected in a comprehensive set of
standards and oversight processes that establish our expectations for responsible working conditions, environmental protections,
social compliance, health, and safety in both our own manufacturing facilities and those of our supply chain partners.
We offer several benefits to promote employee well-being, including paid time off, health and welfare insurance options, retirement
plans, and basic and supplemental employee life insurance for eligible individuals.
2024
Notable
Recognition
and Awards
|
|
|
|
World's Best Employers
|
America’s Best Mid-Size
Companies
|
World’s Most Trustworthy
Companies
|
|
|
|
|
Most Innovative Companies of 2024
& Best Workplaces for Innovators
|
Great Place to Work
®
Certified - USA, UK, DE, AUS
|
Best Places to Work in IT
|
|
2025 Proxy Statement
|
17
|
Corporate Governance at Mattel
Proposal 1: Election of Directors
|
The Board recommends that stockholders vote FOR each of the nominees named herein for election as directors.
|
The Board currently consists of ten directors. After receiving input from members of the Governance and Social Responsibility
Committee, the Board has nominated ten director nominees for election at the 2025 Annual Meeting, all of whom are currently
directors and were
most recently
elected at our 2024 annual meeting of stockholders (“2024 Annual Meeting”). If
elected
, the
following director nominees will hold office from election until the next annual meeting of stockholders and until their respective
successors have been duly elected and qualified, or until their earlier resignation, disqualification, removal, or death:
|
|
|
|
|
||||
|
Ynon Kreiz
|
Roger Lynch
|
Adriana Cisneros
|
Diana Ferguson
|
Julius Genachowski
|
||||
|
|
|
|
|
|
||||
|
Prof. Noreena
Hertz
|
Soren Laursen
|
Dominic Ng
|
Dr. Judy Olian
|
Dawn Ostroff
|
Each director nominee has consented to being named in this Proxy Statement as a nominee for election as a director and has
agreed to serve as a director, if elected.
If your properly submitted proxy does not contain voting instructions, the persons named as proxies will vote your shares “for” the
election of each of the ten director nominees named above. If, before the 2025 Annual Meeting, any director nominee becomes
unavailable to serve, the Board may identify a substitute for such director nominee and treat votes “for” the unavailable director
nominee as votes “for” the substitute or, alternatively, may reduce the size of the Board. We presently believe that each of the
nominees will be available to serve.
|
18
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
Director Nominee
Skills
, Experience,
and Attributes
Our director nominees possess a broad set of skills, experience, and attributes, which align with our business strategy and
contribute to effective oversight. A summary is outlined below.
|
Skills, Experience, and Attributes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brand and Marketing
As we look to capture the full value of our IP in the mid-to-long term, we believe directors
with relevant experience in consumer marketing or brand management, especially on a
global basis, provide important insights to the Board.
|
•
|
•
|
•
|
•
|
•
|
•
|
||||
|
|
Corporate Citizenship
We benefit from directors with experience with corporate citizenship initiatives designed to
achieve long-term stockholder value through a responsible, sustainable business model.
|
•
|
•
|
•
|
•
|
•
|
•
|
||||
|
|
Entertainment and Media
We value experience in the entertainment/media industries, which provide important
insight as we seek to capture the full value of our IP by monetizing our brands and
franchises through film, television, digital gaming, live events, and music.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||
|
|
Finance, Accounting, or Financial Reporting
We value directors with experience in finance, accounting, and/or financial reporting, as
we measure our operating and strategic performance by reference to certain financial
measures and are subject to various accounting and public company rules and
requirements. Accordingly, we seek to have a number of directors who qualify as audit
committee financial experts (as defined by SEC rules).
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||
|
Human Capital Management
Our people are among our most important assets and we believe the successful
development and retention of our employees is critical to our success. As such, we benefit
from having directors with an understanding of human capital management obtained from
experience as a senior leader in a large organization.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||
|
|
Industry
Directors with experience in our industry provide valuable perspective on issues specific
to our products and the operation of our business.
|
•
|
•
|
•
|
•
|
•
|
•
|
||||
|
|
International/Global Operations
As our business is worldwide in scope, we benefit from directors having experience as a
senior leader in a large organization with international operations.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||
|
|
Senior Leadership
Directors with CEO or senior management experience have a demonstrated record of
leadership and a practical understanding of organizations, processes, strategy, risk, and
risk management, as well as methods to drive change and growth.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
|
|
|
Supply Chain
As a global consumer goods company, we benefit from directors with experience in
supply chain management or oversight, including international manufacturing, sourcing,
inventory management, transportation and logistics, and supplier/vendor relationships.
|
•
|
•
|
•
|
|||||||
|
|
Technology and E-Commerce
Experience with technology/e-commerce, including in cybersecurity and data privacy,
helps the Board oversee Mattel’s cybersecurity risks and advise management as we
further grow our e-commerce business, including our DTC business.
|
•
|
•
|
•
|
•
|
•
|
•
|
||||
|
2025 Proxy Statement
|
19
|
Director Nominees for Election
The Board, after receiving input from members of the Governance and Social Responsibility Committee, selected director
nominees whose specific skills, talents, areas of expertise, experiences, attributes, backgrounds, and, in the case of our
non-employee directors, independence, led the Board to conclude that these persons should serve as Mattel’s directors at
this time.
For each director nominee, set forth below is a description of his or her age, Board tenure, principal occupation, other business
experience, public company experience, and other directorships held during the past five years.
|
Ynon Kreiz
|
||||||||||||||||
|
Chairman of the Board
Age:
60
Director Since:
2017
|
Mattel Committee Membership:
Stock Grant Committee
Other Current Public Directorships:
Warner Music Group Corp.
|
||||||||||||||||
|
Skills:
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Brand and
Marketing
|
Corporate
Citizenship
|
Entertain-
ment / Media
|
Finance,
Accounting,
or Financial
Reporting
|
Human Capital
Management
|
Industry
|
International /
Global
Operations
|
Senior
Leadership
|
Supply Chain
|
|||||||||
Key Experience/Director Qualifications
Mr. Kreiz brings to Mattel’s Board significant corporate leadership, operational, restructuring, finance, multimedia, entertainment,
and content experience. During his tenure as Chairman and
Chief Executive Officer of Mattel,
Mr. Kreiz has gained a deep
understanding of Mattel’s business and the toy industry. As a former Chief Executive Officer of a number of global media
companies and a current board member of Warner Music Group Corp., he brings a valuable perspective on the entertainment,
digital, and media industries, including a focus on children’s programming. He was also General Partner at Balderton Capital,
where he was active in early-stage technology and media investments.
In 2024, Mr. Kreiz was named one of TIME’s 100 Most
Influential People in the World and Entertainment Person of the Year by Cannes Lions.
|
Career Highlights
Maker Studios, Inc.,
a global digital media and content
network company
•
Chairman of the Board (June 2012 – May 2014)
•
Chief Executive Officer (May 2013 – January 2015)
Endemol Group,
one of the world’s leading television
production companies
•
Chairman of the Board and Chief Executive Officer
(June 2008 – June 2011)
Balderton Capital
(formerly Benchmark Capital Europe)
,
a
venture capital firm
•
General Partner (2005 – 2007)
Fox Kids Europe N.V.,
a children’s entertainment company
•
Chairman of the Board, Chief Executive Officer, and
Co-founder (1996 – 2002)
|
Other Public Company Directorships
•
Warner Music Group Corp. since May 2016
Additional Leadership Experience and Service
•
Member, Academy of Motion Picture Arts & Science’s
Executive Branch since 2023
•
Member, Business Roundtable since March 2020
•
Board of Advisors, Anderson Graduate School of
Management at UCLA since April 2015
•
Chairman of Board of Trustees, Israeli Olympic Committee,
London Games (2012)
|
|
20
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
|
Roger Lynch
|
||||||||||||||
|
Age:
62
Director Since:
2018
|
Mattel Committee Memberships:
Executive Committee
(Chair), Compensation Committee, Finance
Committee
|
||||||||||||||
|
Skills:
|
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
Brand and
Marketing
|
Entertain-
ment /
Media
|
Finance,
Accounting,
or Financial
Reporting
|
Human
Capital
Management
|
International
/ Global
Operations
|
Senior
Leadership
|
Technology /
E-Commerce
|
|||||||||
Key Experience/Director Qualifications
Mr. Lynch brings to Mattel’s Board significant leadership, media, technology, and internet experience. He has a wealth of consumer
experience, including experience leveraging changing consumer behaviors that can be applied to help further Mattel’s growth.
Additionally, Mr. Lynch has extensive experience leading, innovating, and scaling consumer media and technology businesses
globally, including having guided a number of companies through critical transformation periods. Through his media industry
experience, Mr. Lynch has frequently worked with large content providers to create business models that embrace technological
changes in distribution.
|
Career Highlights
Condé Nast,
a global media company
•
Chief Executive Officer since April 2019
Pandora Media, Inc.,
a streaming music service
•
Chief Executive Officer, President, and Director
(September 2017 – February 2019)
Sling TV Holding LLC,
an on-demand internet streaming
television service (subsidiary of DISH Network)
•
Chief Executive Officer and Director (July 2012 –
August 2017)
Dish Network LLC,
a pay television operator
•
Executive Vice President, Advanced Technologies
(November 2009 – July 2012)
Video Networks International, Ltd.,
an internet protocol
television provider
•
Chairman and Chief Executive Officer (2002 – 2009)
Chello Broadband N.V.,
a broadband internet service provider
in Europe
•
President and Chief Executive Officer (1999 – 2001)
|
Additional Leadership Experience and Service
•
Director, News Media Alliance since 2022
•
Director, Partnership for New York City since 2021
•
Director, USC Dornsife School of Letters, Arts and Sciences
since 2018
•
Director, Tuck School of Business at Dartmouth since 2017
•
Director, Quibi LLC (2018 – 2020)
•
Board Observer, Roku LLC (2012 – 2017)
•
Director, Digitalsmiths LLC (2010 – 2015)
|
|
2025 Proxy Statement
|
21
|
|
Adriana Cisneros
|
||||||||||||
|
Age:
45
Director Since:
2018
|
Mattel Committee Membership:
Governance and Social
Responsibility Committee
Other Current Public Directorships:
AST SpaceMobile, Inc., Ford
Motor Company
|
||||||||||||
|
Skills:
|
|||||||||||||
|
|
|
|
|
|
|
||||||||
|
Brand and
Marketing
|
Corporate
Citizenship
|
Entertain-
ment /
Media
|
International /
Global
Operations
|
Senior
Leadership
|
Technology /
E-Commerce
|
||||||||
Key Experience/Director Qualifications
Ms. Cisneros brings to Mattel’s Board significant leadership, media, real estate, entertainment, consumer products, and digital
experience. As the Chief Executive Officer of a global company, she has valuable expertise in restructuring, growth strategy, and
technology. Ms. Cisneros has experience transforming a company through innovation and digital strategy. She brings a valuable
perspective on global consumers and corporate social responsibility. She also has experience serving on the boards of
nonprofit entities.
|
Career Highlights
Cisneros Group of Companies,
a privately held company
with over 90 years’ experience operating businesses globally
with three divisions (Cisneros Media, Cisneros Interactive, and
Cisneros Real Estate)
•
Chief Executive Officer since September 2013
•
Vice Chairman and Director of Strategy
(September 2005 – August 2013)
Other Public Company Directorships
•
Ford Motor Company since July 2024
•
AST SpaceMobile, Inc. since April 2021
|
Additional Leadership Experience and Service
•
Director, La Wawa since 2023
•
Director, The Electric Factory since 2023
•
Advisor, The Venture City since 2023
•
Member, Strategic Advisory Board of Mission Advancement
Corp. since 2020
•
Director, Citibank Private Bank Latin American Advisory
Board since 2018
•
Trustee, Knight Foundation since 2018
•
Director, Parrot Analytics since 2018
•
Member, International Academy of Television Arts &
Sciences since 2015
•
Advisory Member, Museum of Modern Art - Cisneros
Institute since 2012
•
President, Fundación Cisneros since 2009
•
Director, Americas Society/Council of the Americas
(2021 – 2024)
•
Trustee, The Paley Center for Media (2016 – 2024)
•
Director, University of Miami (2017 – 2023)
•
Co-chair, Endeavor Miami (2014 – 2020)
|
|
22
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
|
Diana Ferguson
|
||||||||||||
|
Age:
62
Director Since:
2020
|
Mattel Committee Memberships:
Audit Committee (Chair),
Executive Committee
Other Current Public Directorships:
Gartner, Inc., Sally Beauty
Holdings, Inc.
|
||||||||||||
|
Skills:
|
|||||||||||||
|
|
|
|
|
|
|
||||||||
|
Finance,
Accounting,
or Financial
Reporting
|
Human
Capital
Management
|
Industry
|
International /
Global
Operations
|
Senior
Leadership
|
Supply
Chain
|
||||||||
Key Experience/Director Qualifications
Ms. Ferguson brings to Mattel’s Board significant leadership, finance, human capital management, strategy, and consumer
products experience. As a former Chief Financial Officer in several consumer products businesses, she brings valuable perspective
on managing large organizations, complex accounting principles and judgments, internal controls and financial reporting
requirements, and evaluating the financial results and financial reporting processes of complex companies. Ms. Ferguson also has
extensive board experience with publicly-traded companies and nonprofit organizations.
|
Career Highlights
Scarlett Investments, LLC,
a private investment and
consulting firm
•
Principal since August 2013
Cleveland Avenue LLC,
a privately held venture capital and
consulting firm
•
Chief Financial Officer (September 2015 – December 2020)
The Folgers Coffee Company,
a division of Procter
& Gamble
•
Senior Vice President and Chief Financial Officer (April
2008 – November 2008)
Merisant Worldwide, Inc.,
a maker of table-top sweeteners
and sweetened food products
•
Executive Vice President and Chief Financial Officer
(2007 – 2008)
Sara Lee Corporation,
a global consumer products company
•
Senior Vice President and Chief Financial Officer, Sara
Lee Foodservice (2006 – 2007)
•
Senior Vice President Strategy and Corporate
Development (2004 – 2006)
•
Vice President and Treasurer (2001 – 2004)
|
Other Public Company Directorships
•
Gartner, Inc. since 2021
•
Sally Beauty Holdings, Inc. since 2019
•
Invacare Corporation (2018 – 2022)
•
Frontier Communications Corporation (2014 – 2021)
Additional Leadership Experience and Service
•
Director, Chicago Botanic Gardens since 2021
•
Trustee, Groton School (2015 – 2024)
|
|
2025 Proxy Statement
|
23
|
|
Julius Genachowski
|
||||||||||||||
|
Age:
62
Director Since:
2024
|
Mattel Committee Memberships:
Audit Committee, Governance
and Social Responsibility Committee
Other Current Public Directorships:
Mastercard
Incorporated
,
Sonos, Inc., Hexaware Technologies Limited
|
||||||||||||||
|
Skills:
|
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
Entertain-
ment / Media
|
Finance,
Accounting,
or Financial
Reporting
|
Human
Capital
Management
|
Industry
|
International
/ Global
Operations
|
Senior
Leadership
|
Technology /
E-Commerce
|
|||||||||
Key Experience/Director Qualifications
Mr. Genachowski brings to Mattel extensive public and private sector experience in technology, media and telecom, including
internet and digital communications policy, cybersecurity, consumer protection, and privacy. He also brings global perspectives
and experiences from his various professional roles, finance experience as a former executive and investor, and risk oversight
and corporate governance experience, including serving on the board of directors of public companies and on Audit and
Risk Committees.
|
Career Highlights
The Carlyle Group,
a global investment company
•
Senior Advisor since 2024
•
Partner and Managing Director (2014 – 2023)
U.S. Federal Communications Commission,
an independent
agency responsible for implementing and enforcing U.S.
communications law and regulations
•
Chairman (2009 – 2013)
•
Chief Counsel to the Chairman (1994-1997)
IAC Inc.
(formerly IAC/InterActiveCorp)
,
a company that owns
and operates global brands, including, during his tenure,
Expedia, Ticketmaster, Match.com, HSN, USA Network, and
SciFi Channel
•
Member of Barry Diller’s Office of the Chairman, Chief of
Business Operations, General Counsel, and other roles
(1997 – 2005)
Supreme Court of the United States
•
Law Clerk to Justice David H. Souter (1993 – 1994)
•
Law Clerk to Justice William J. Brennan, Jr. (1992 – 1993)
|
Other Public Company Directorships
•
Mastercard Incorporated since June 2014
•
Sonos, Inc. since September 2013
•
Hexaware Technologies Limited since November 2021
•
Sprint Corporation (August 2015 – April 2020)
Additional Leadership Experience and Service
•
Member, President’s Intelligence Advisory Board, an
independent intelligence advisory board within the Executive
Office of the President (2014-2017)
•
Visiting Professor Harvard Law School and Visiting Scholar
Harvard Business School (2013)
•
Member, President-Elect Obama’s Transition Board (2008)
|
|
24
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
|
Prof. Noreena Hertz
|
||||||||||
|
Age:
57
Director Since:
2023
|
Mattel Committee Membership:
Governance and Social
Responsibility Committee (Chair), Executive Committee
Other Current Public Directorships:
Warner Music Group
Corp.
|
||||||||||
|
Skills:
|
|||||||||||
|
|
|
|
|
|
|||||||
|
Corporate
Citizenship
|
Entertain-
ment /
Media
|
Finance,
Accounting,
or Financial
Reporting
|
Industry
|
Technology /
E-Commerce
|
|||||||
Key Experience/Director Qualifications
Prof. Hertz brings to Mattel’s Board her significant experience as an adviser to some of the largest organizations and most senior
figures in the world on strategy, decision-making, sustainability, and global economic, technological, and geo-political risks and
trends. An influential economist on the global stage, she has over 25 years of experience in advising companies and governments
in a variety of sectors and geographies on strategy and policy decisions, mergers and acquisitions, intelligence gathering and
analysis, millennials and post-millennials, community-building, and sustainability. In addition, Prof. Hertz has also held senior
academic positions where her research has focused on artificial intelligence, decision-making, risk assessment and management,
globalization, innovation, post-millennials, community-building, and sustainability. Prof. Hertz’s best-selling books, Eyes Wide
Open, The Silent Takeover, IOU: The Debt Threat, and The Lonely Century are published in over 20 countries.
|
Career Highlights
University College London
•
Visiting Professor at the Institute for Global Prosperity
since 2016
•
Honorary Professor since 2013
University of Amsterdam
•
Professor of Globalisation, Sustainability, and Finance
(2009 – 2013)
University of Cambridge
•
Associate Director of the Centre for International Business
and Management (2003 – 2013)
|
Other Public Company Directorships
•
Warner Music Group Corp. (2014 – 2016; 2017 – present)
Additional Leadership Experience and Service
•
Director, Workhuman (Globoforce Limited) since April 2022
•
Trustee, Inspiring Girls International Limited (2016 – 2023)
•
Member, RWE AG Digital Transformation Board
(2015 – 2016)
•
Member, Inclusive Capitalism Taskforce (2012 – 2013)
•
Member, Edelman Europe Advisory Board (2009 – 2012)
•
Member, Citigroup Politics and Economics Global Advisory
Board (2007 – 2008)
|
|
2025 Proxy Statement
|
25
|
|
Soren Laursen
|
|||||||||
|
Age:
61
Director Since:
2018
|
Mattel Committee Memberships:
Audit Committee, Finance
Committee
|
|||||||||
|
Skills:
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Brand and
Marketing
|
Corporate
Citizenship
|
Entertain-
ment /
Media
|
Finance,
Accounting,
or Financial
Reporting
|
Human
Capital
Management
|
Industry
|
International /
Global
Operations
|
Senior
Leadership
|
Supply
Chain
|
Technology /
E-Commerce
|
|
Key Experience/Director Qualifications
Mr. Laursen brings to Mattel’s Board significant leadership, finance, brand, marketing, retail, global, and toy industry experience.
As a former Chief Executive Officer of a toy retail company and former President of a toy manufacturer, he has tested experience
and understanding of Mattel’s business and the global commercial toy industry, deep expertise in developing strong brand
franchises supported by compelling media, digital and technology activations, and leadership experience in successfully turning
around a company and driving growth.
|
Career Highlights
Credo Partners AS,
an investment firm focusing on mid-size
companies
•
Operating Partner since 2023
•
Head of Denmark (2019 – 2023)
TOP-TOY,
a toy retailer in the Nordic market
•
Chief Executive Officer (April 2016 – January 2018)
LEGO Systems, Inc.,
the Americas division of the
family-owned and privately-held The LEGO Group, a toy
company based in Denmark
•
President (January 2004 – March 2016)
The LEGO Company
•
Senior Vice President, Europe North and Europe East
(April 2000 – December 2003)
•
Senior Vice President, Special Markets (1999 – 2000)
•
Vice President/General Manager, LEGO New Zealand
(1995 – 1999)
|
Additional Leadership Experience and Service
•
Board Chairman, Koble ApS since 2023
•
Board Chairman, The Army Painter since 2023
•
Board Chairman, BørneRiget Fonden since 2020
•
Board Chairman, Varier Furniture A/S Oslo since 2020
•
Board Chairman, Postevand ApS since 2019
•
Advisor, AVT Business School since 2018
•
Advisor, The Toy Association since 2014; Board member at
large since 2004
•
Director, Patentrenewals.com (2018 – 2023)
•
Board Member, BoeBeauty (2020 – 2021)
•
Director, Isabella A/S (2018 – 2020)
•
Interim Executive Director, Mattel
(October 2018 – September 2019)
•
Director, A.T. Cross, R.I. (2014 – 2016)
•
Director, LEGO Children’s Fund (2010 – 2016)
•
Director, Connecticut Children’s Medical Center
(2008 – 2016)
|
|
26
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
|
Dominic Ng
|
||||||||||||||
|
Age:
66
Director Since:
2006
|
Mattel Committee Memberships:
Finance Committee (Chair), Audit
Committee, Executive Committee
Other Current Public Directorships:
East West Bancorp, Inc.
|
||||||||||||||
|
Skills:
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Brand and
Marketing
|
Corporate
Citizenship
|
Entertain-
ment /
Media
|
Finance,
Accounting,
or Financial
Reporting
|
Human
Capital
Management
|
Industry
|
International
/ Global
Operations
|
Senior
Leadership
|
||||||||
Key Experience/Director Qualifications
As Chief Executive Officer of the largest independent bank headquartered in Southern California, Mr. Ng brings to Mattel’s Board
significant expertise in leadership, strategy, business development, and global operations. He also has
valuable experience
navigating
complex accounting principles and judgments, internal controls, financial reporting rules and regulations, and assessing
the financial performance and reporting processes of large companies. Mr. Ng transformed East West Bank from a small savings
and loan association in Los Angeles into a large, full-service commercial bank with differentiated value offerings. His
extensive
experience conducting business in Asia provides a valuable perspective to Mattel’s Board, particularly given Mattel’s
manufacturing
presence in Asia
and its emerging markets initiatives. Additionally, he brings deep business and governmental relationships in the
State of California and the greater metropolitan area of Los Angeles, where Mattel is headquartered.
|
Career Highlights
East West Bancorp, Inc. and East West Bank,
a global bank
based in California
•
Chief Executive Officer and Chairman of the Board
since 1998
•
President and Chief Executive Officer (1992 – 1998)
Seyen Investment, Inc.,
a private family investment business
•
President (1990 – 1992)
Deloitte & Touche LLP,
an accounting firm
•
Certified Public Accountant (1980 – 1990)
|
Other Public Company Directorships
•
East West Bancorp, Inc. since 1992
•
PacifiCare Health Systems, Inc. (2003 – 2005)
•
ESS Technology, Inc. (1998 – 2004)
Additional Leadership Experience and Service
•
Chair, 2023 Asia-Pacific Economic Cooperation Business
Advisory Council (Co-Chair in 2022, 2024)
•
Trustee, Academy Museum of Motion Pictures
(2018 – 2024)
•
Trustee, University of Southern California since 2014
•
Director of the following nonprofit entities and government
organizations: California Bankers Association (2002 – 2011,
2016 – 2017); The United Way of Greater Los Angeles
(1995 – 2014); Pacific Council on International Policy (2010
– 2013); Los Angeles’ Mayor’s Trade Advisory Council as
Co-Chair (2009 – 2011); and Federal Reserve Bank of San
Francisco – Los Angeles Branch (2005 – 2011)
|
|
2025 Proxy Statement
|
27
|
|
Dr. Judy Olian
|
||||||||||
|
Age:
73
Director Since:
2018
|
Mattel Committee Memberships:
Compensation Committee (Chair),
Executive Committee, Governance and Social
Responsibility Committee
Other Current Public Directorships:
Ares Management Corporation,
United Therapeutics Corp.
|
||||||||||
|
Skills:
|
|||||||||||
|
|
|
|
|
|
|||||||
|
Corporate
Citizenship
|
Finance,
Accounting,
or Financial
Reporting
|
Human
Capital
Management
|
International /
Global
Operations
|
Senior
Leadership
|
|||||||
Key Experience/Director Qualifications
As the President of Quinnipiac University, and former Dean of the UCLA Anderson School of Management for over 12 years,
Dr. Olian brings to Mattel’s Board her extensive leadership record in running large organizations, as well as her professional
expertise in human resource management, top management teams, and management strategy. She also has extensive board
experience in publicly-traded and nonprofit boards. Prior to Dr. Olian’s most recent roles, she served as Dean of Penn State’s
Smeal College of Business, and in various faculty and leadership roles at the University of Maryland. She was also a
management consultant at, and Chair of, AACSB International, the premier accrediting and thought leadership organization for
global business schools.
|
Career Highlights
Quinnipiac University
•
President since July 2018
UCLA Anderson School of Management
•
Dean and John E. Anderson Chair in Management
(January 2006 – July 2018)
Other Public Company Directorships
•
United Therapeutics Corp. since 2015
•
Ares Management Corporation since 2014
|
Additional Leadership Experience and Service
•
Member, New Haven Promise since 2024
•
Board Co-Chair, AdvanceCT, appointed by Governor of
Connecticut since 2023
•
Commission member, Knight Commission on Intercollegiate
Athletics since 2023
•
Director, Hartford Healthcare System since 2022
•
Member, CT Governor’s Workforce Commission since 2020
•
Board member, Business-Higher Education Forum
(2019 – 2023)
•
Advisory Board Member, Catalyst Inc. (2011 – 2021)
•
Director, UCLA Technology Development Corporation
(2014 – 2018)
•
Chairman, Loeb Awards for Excellence in Business
Journalism (2006 – 2018)
•
Member, International Advisory Board, Peking University
School of Business (2007 – 2016)
|
|
28
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
|
Dawn Ostroff
|
||||||||||
|
Age:
65
Director Since:
2024
|
Mattel Committee Membership:
Compensation Committee
|
||||||||||
|
Skills:
|
|||||||||||
|
|
|
|
|
|
|||||||
|
Brand and
Marketing
|
Entertain-
ment /
Media
|
Human
Capital
Management
|
Senior
Leadership
|
Technology /
E-Commerce
|
|||||||
Key Experience/Director Qualifications
Ms. Ostroff brings to Mattel more than 35 years of experience in media, entertainment, and advertising with a proven track record
of growing and transforming companies to meet the expectations of new generations of consumers. Ms. Ostroff was most recently
the Chief Content & Advertising Business Officer at Spotify, where she oversaw all global content, content operations, and
advertising revenue for the company, more than tripling the company’s advertising revenue during her leadership. Prior to her role
at Spotify, Ms. Ostroff founded Condé Nast Entertainment, where she served as President and launched its digital video business,
built its technology and advertising teams, and established the feature film and television divisions which developed IP from the
company’s iconic brands.
|
Career Highlights
Spotify Technology S.A.,
an audio streaming service
•
Chief Content & Advertising Business Officer (2018 – 2023)
Condé Nast Entertainment,
an entertainment studio and
distribution network
•
President (2011 – 2018)
The CW Network,
a joint venture of CBS and Warner Bros.
•
President of Entertainment (2006 – 2011)
UPN Network,
a subsidiary of CBS
•
President (2002 – 2006)
Lifetime Television,
a cable TV network
•
Executive Vice President of Entertainment (1996 – 2002)
|
Other Public Company Directorships
•
Sweetgreen, Inc., nominee for election at the company’s
2025 annual meeting
•
Paramount Global (May 2023 – June 2024)
•
Activision Blizzard, Inc. (August 2020 – October 2023)
•
Westfield Corporation (March 2016 – February 2018)
Additional Leadership Experience and Service
•
Board Member, New York University since 2014
•
Board of Governors, The Paley Center for Media
(2020 – 2022)
•
Director, Anonymous Content (Emerson Collective Parent
Company) (2018 – 2020)
|
|
2025 Proxy Statement
|
29
|
Board Composition and the Director
Nomination Process
Identifying and Evaluating Director Nominees
The Board, acting through the Governance and Social Responsibility Committee, is responsible for identifying and evaluating
candidates for membership on the Board. The Board’s Amended and Restated Guidelines on Corporate Governance (the
“Guidelines on Corporate Governance”) set forth the process for selecting candidates for director positions, as well as the role of
the Governance and Social Responsibility Committee in identifying potential candidates and screening them, with input from the
Board Chair.
Under the Guidelines on Corporate Governance and the charter of the Governance and Social Responsibility Committee, the
Committee is responsible for reviewing with the Board
on an annual basis
the appropriate skills and characteristics required of
Board members in the context of the current make-up of the Board
and the perceived needs of the Board at that time,
and in
accordance with the guidelines established by the Committee.
This review includes an assessment of the talent base, skills, areas of expertise, variety of opinions, perspectives, professional and
personal experiences, and backgrounds, as well as other differentiating characteristics, and independence of the Board and its
members. Any changes that may have occurred in any director’s responsibilities, as well as such other factors as may be
determined by the Governance and Social Responsibility Committee to be appropriate for review, are also considered. The
Committee also reviews the results of the Board’s annual self-evaluation. For more information, please see “Board Evaluations” on
In conjunction with the annual review of the Board’s collective skills, experience, and attributes, the Governance and Social
Responsibility Committee actively seeks out qualified director candidates for recommendation to the Board.
The
Committee, with
input from the Board Chair, screens candidates to fill any vacancies on the Board, solicits recommendations from Board members
as to such candidates, and considers nominations and recommendations for Board membership submitted by stockholders as
described further below. The Committee has the sole authority to retain an independent third-party search firm to identify director
candidates who may meet the needs of the Board. Candidates who the Committee expresses interest in pursuing must interview
with at least two members of the Committee before being recommended for appointment or nomination to the Board. The
Committee recommends to the Board the director nominees for election at each annual meeting of stockholders.
Our Director Nominations Policy describes the methodology for selecting the candidates who are included in the slate of director
nominees recommended to the Board and the procedures for stockholders to follow in submitting nominations and
recommendations of possible candidates for Board membership.
|
Under our Director Nominations Policy, each director nominee should, at a minimum, possess the following:
•
An outstanding record of professional accomplishment in his or her field of endeavor;
•
A high degree of professional integrity, consistent with Mattel’s values;
•
A willingness and ability to represent the general best interests of all of Mattel’s stockholders and not just one particular
stockholder or constituency, including a commitment to enhancing stockholder value; and
•
A willingness and ability to participate fully in Board activities, including active membership on at least one Board committee
and attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member,
and no commitments that would, in the judgment of the Governance and Social Responsibility Committee, interfere with or
limit his or her ability to do so.
|
|
Our Director Nominations Policy also lists the following additional skills, experiences, and qualities that are desirable
in director nominees:
•
Skills and experiences relevant to Mattel’s business, operations, or strategy; and
•
Qualities that help the Board achieve a balance of a variety of knowledge, experience, and capability on the Board, and an
ability to contribute positively to the collegial and collaborative culture among Board members.
|
|
30
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
As set forth in the Guidelines on Corporate Governance, the Board maintains limits on the number of outside public company
boards that directors may sit on. Ordinarily, directors may not serve on the boards of more than four public companies, including
Mattel’s Board. Directors who are executive officers of public companies may not serve on the board of more than one other public
company, in addition to Mattel’s Board. Service on the board of a subsidiary company with no publicly traded stock (or that issues
only debt), a nonprofit organization, or a private company is not included in this calculation. Moreover, if a director sits on several
mutual fund boards within the same fund family, such service will count as one board for purposes of this calculation. Currently, all
ten director nominees are in compliance with these limits. The Guidelines on Corporate Governance also provide that directors
should advise the Governance and Social Responsibility Committee in advance of accepting an invitation to serve on the board of
another public company. Directors serving on the board of a private company should also advise the Committee when appropriate
if the company plans to go public.
Lastly, a nominee’s ability to qualify as an independent director of Mattel is considered in terms of both the overall independence of
Mattel’s Board as well as the independence of its Committees.
The Governance and Social Responsibility Committee reviews the Director Nominations Policy periodically and may amend the
policy from time to time as necessary or advisable based on changes to applicable legal requirements and listing standards as well
as the evolving needs and circumstances of the business. In addition, the Guidelines on Corporate Governance are reviewed
periodically, and may be changed by the Board only upon a determination that such change is in the best interests of the Company
and its stockholders and a recommendation of such change is made to the Board by the Committee. For additional information on
the Board’s selection and evaluation process, see our Director Nominations Policy, which is available on Mattel’s corporate website
at https://corporate.mattel.com/en-us/investors/corporate-governance.
Stockholder Recommendations of Director Candidates
The Governance and Social Responsibility Committee will consider recommendations for director candidates made by
stockholders and evaluate them using the same criteria as other candidates. Under our Director Nominations Policy, any such
recommendation must include a detailed statement explaining why the stockholder is making the recommendation, as well as all
information that would be required were the stockholder to nominate such person under our Amended and Restated Bylaws (the
“Bylaws”) or applicable law. For additional information on stockholder recommendations, see our Bylaws and Director Nominations
Policy, which are available on Mattel’s corporate website at https://corporate.mattel.com/en-us/investors/corporate-governance.
Stockholder recommendations for director candidates should comply with our Director Nominations Policy and should be
addressed to:
Governance and Social Responsibility Committee
c/o Secretary, TWR 15-1
Mattel, Inc.
333 Continental Boulevard
El Segundo, CA 90245-5012
Stockholder Proxy Access Right
Our Bylaws permit a stockholder, or group of up to 20 stockholders, owning at least three percent of the Company’s outstanding
common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual
meeting of stockholders, director nominees constituting up to the greater of two nominees or 20% of the Board, provided that the
stockholder(s) and the director nominee(s) satisfy the requirements specified in the Bylaws. Additional information on the deadlines
to submit director nominations pursuant to the proxy access provisions of our Bylaws is set forth on page
92
under “Director
Nominations Pursuant to Proxy Access Provisions.”
|
2025 Proxy Statement
|
31
|
Board Structure
Board Leadership Structure
The Board believes that one of its most important responsibilities is to evaluate and determine the most appropriate Board
leadership structure for Mattel so that the Board can best provide effective, independent oversight of management and facilitate its
engagement in, and understanding of, Mattel’s business. To carry out this responsibility, the Guidelines on Corporate Governance
empower the Board to evaluate its
le
adership structure
to foster
strong, independent Board leadership that can provide effective
oversight of management. The Governance and Social Responsibility Committee, comprised entirely of independent directors, also
periodically reviews the Board’s leadership structure and recommends changes to the Board as appropriate, and makes a
recommendation to the independent directors regarding the election of the Independent Lead Director.
The Board evaluates its structure periodically, as well as when warranted by specific circumstances, such as the appointment of a
new CEO, in order to assess which structure is in the best interests of Mattel and its stockholders based on the evolving needs of
the Company. This approach provides the Board appropriate flexibility to determine the leadership structure best suited to support
the dynamic demands of our business. As set forth in our Guidelines on Corporate Governance, whenever the Board Chair is not
an independent director, an Independent Lead Director shall be elected annually by the independent directors.
The Board has determined that the Company and its stockholders are best served by a leadership structure in which Mr. Kreiz
serves as Chairman of the Board and CEO, counterbalanced by a strong, independent Board led by an Independent Lead Director.
Mr. Kreiz has tremendous expertise across areas critical to Mattel’s corporate strategy, including entertainment, digital, and media,
and he has been instrumental in driving Mattel’s IP-driven strategy during his tenure as Mattel’s Chairman and CEO since 2018.
The Board has greatly benefited from his contributions and vision for the Company, and continues to believe that this leadership
structure leverages executive leadership experience while providing effective independent oversight of Mattel and our management
team. Additionally, stockholders, through our engagement program, have expressed continued support for the Board’s current
leadership structure.
Going forward, the Board will continue to evaluate its leadership structure in order to confirm it aligns with and supports the
evolving needs and circumstances of the Company and its stockholders.
Independent Lead Director Responsibilities
The Board recognizes the importance of strong independent Board leadership. As such, the independent directors of the Board
annually elect an Independent Lead Director when the Chairman is not independent. Our Independent Lead Director has
specifically-enumerated powers and responsibilities, providing the same
robust l
eadership, oversight, and benefits to the Company
and Board that would be provided by an independent
Chairman.
In 2024, the independent directors of the Board elected Mr. Lynch to serve as the Board’s Independent Lead Director.
|
The Independent Lead Director’s duties include the following significant powers and responsibilities:
•
Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the
independent directors
at the conclusion of Board meetings, at which the CEO and other members of management are
not present;
•
Provides the Chairman with feedback and counsel concerning the Chairman’s engagement with the Board;
•
Serves as liaison between the Chairman and the independent directors;
•
Approves information sent to the Board;
•
Approves Board meeting agendas;
•
Approves schedules of meetings to assure that there is sufficient time for discussion of all agenda items;
•
Has authority to call meetings of the inde
pendent directors;
•
If requested by
significant
stockholders, is available for consultation and direct communication; and
•
Assists with the evaluation of the CEO.
|
|
32
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
Board
Independence
Determinations
Mattel’s Board has adopted Guidelines on Corporate Governance consistent with Nasdaq listing standards that include
qualifications for determining director independence.
These provisions incorporate Nasdaq’s categories of relationships between a
director and a listed company that would make a director ineligible to be independent.
The Board has affirmatively determined that each of Mses. Cisneros, Ferguson and Ostroff, Prof. Hertz, Dr. Olian, and
Messrs. Genachowski, Laursen, Lynch, and Ng is independent within the meaning of both Mattel’s and Nasdaq’s director
independence standards, as currently in effect, and has no relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. Because Mr. Kreiz is employed by Mattel, he does not qualify as
independent. R. Todd Bradley and Ann Lewnes, who each served as a director until February 1, 2024, and Michael Dolan, who
served as a director until May 29, 2024, were determined to be independent during the time they served on the Board.
Furthermore, the Board has determined that each of the members of our Audit Committee, Compensation Committee, and
Governance and Social Responsibility Committee is independent within the meaning of Nasdaq’s director independence
standards applicable to members of such Committees, as currently in effect.
The Board also determined that the Compensation Committee members qualify as “non-employee directors” within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In making these determinations, the Board considered, among other things, ordinary course commercial relationships with
companies at which Board members then served as executive officers (including Condé Nast). The aggregate annual amounts
involved in these commercial transactions were less than 1% of the annual consolidated gross revenues of these companies. The
Board has determined that none of these relationships are material and that none of these relationships impair the independence of
any non-employee director.
Board Committees
The Board has established six principal Committees: the Audit Committee, the Compensation Committee, the Governance and
Social Responsibility Committee, the Finance Committee, the Executive Committee, and the Stock Grant Committee. Each of the
Audit Committee, the Compensation Committee, and the Governance and Social Responsibility Committee has a written charter
that is reviewed annually and revised as appropriate. A copy of each of these Committee’s current charter is available on Mattel’s
corporate website at https://corporate.mattel.com/investors/corporate-governance.
The current chairs and members of these Committees are identified in the following table:
|
Director
|
Audit
|
Compensation
|
Governance
and Social
Responsibility
|
Finance
|
Executive
|
Stock Grant
|
|
Non-Employee Directors
|
||||||
|
Adriana Cisneros
|
•
|
|||||
|
Diana Ferguson
†
|
|
•
|
||||
|
Julius Genachowski
†
|
•
|
•
|
||||
|
Prof. Noreena Hertz
|
|
•
|
||||
|
Soren Laursen
†
|
•
|
•
|
||||
|
Roger Lynch
ILD
|
•
|
•
|
|
|||
|
Dominic Ng
†
|
•
|
|
•
|
|||
|
Dr. Judy Olian
|
|
•
|
•
|
|||
|
Dawn Ostroff
|
•
|
|||||
|
Employee Director
|
||||||
|
Ynon Kreiz
|
•
|
|
|
Chair
|
|
ILD
|
Independent Lead Director
|
|
Audit Committee Financial Expert
|
|
Member
|
|
2025 Proxy Statement
|
33
|
The primary responsibilities, membership, and meeting information for the Committees of the Board during 2024 are
summarized
below
.
|
Audit Committee
|
Members:
|
Diana Ferguson (Chair), Julius Genachowski, Soren
Laursen, Dominic Ng
|
|
Meetings in 2024:
|
13
|
|
|
The Board has determined that each member meets applicable SEC, Nasdaq, and Mattel independence and “financial
sophistication” standards and qualifies as an “audit committee financial expert” under applicable SEC regulation.
|
||
Primary Responsibilities
•
Assist the Board in fulfilling the Board’s oversight responsibilities regarding the accounting and financial reporting processes of
the Company, including the quality and integrity of Mattel’s financial reporting and the audits of the Company’s financial
statements, the independence, qualifications, and performance of Mattel’s independent registered public accounting firm, the
performance of Mattel’s internal audit function, and Mattel’s compliance with legal and regulatory requirements.
•
Oversee the Company’s assessment and management of material risks impacting the Company’s business and relating to
financial reporting and accounting, compliance, and cybersecurity.
•
Appoint or replace the independent registered public accounting firm, taking into consideration the results of any vote by
stockholders to ratify such decision; directly responsible for the compensation and oversight of the work of the independent
registered public accounting firm for the purpose of preparing or issuing an audit report or related work; directly responsible for
the evaluation of the qualifications, performance and independence of the independent registered public accounting firm,
including consideration of the adequacy of quality controls and the provision of permitted non-audit services.
•
Meet with the independent registered public accounting firm and management in connection with each annual audit to discuss
the scope of the audit, the staffing of the audit, and the procedures to be followed.
•
Review and discuss Mattel’s quarterly and annual financial statements with management, the independent registered public
accounting firm, and the internal audit group.
•
Discuss with management and the independent registered public accounting firm Mattel’s practices with respect to risk
assessment, risk management, critical accounting policies, and critical audit matters.
•
Discuss with management and the independent registered public accounting firm key reporting practices (including the use of
non-GAAP measures) and new accounting standards.
•
Review periodically with the Chief Legal Officer the implementation and effectiveness of Mattel’s compliance and
ethics programs.
•
Discuss periodically with the independent registered public accounting firm and the senior internal auditing officer the adequacy
and effectiveness of Mattel’s accounting and financial controls, and consider any recommendations for improvement of such
internal control procedures.
•
Pre-approve audit services, internal-control-related services, and permitted non-audit services to be performed for Mattel by its
independent registered public accounting firm, and establish a policy for the
pre-approval
for such services.
|
Compensation Committee
|
Members:
|
Dr. Judy Olian (Chair), Roger Lynch, Dawn Ostroff
|
|
Meetings in 2024:
|
14
|
|
|
The Board has determined that each member meets applicable Nasdaq and Mattel independence standards and qualifies as a
“non-employee director” within the meaning of Rule 16b-3 of the Exchange Act. The Compensation Committee meets in
executive session at least once each year without the CEO present.
|
||
Primary Responsibilities
•
Develop, evaluate and, in certain instances, approve or determine compensation plans, policies, and programs.
•
Review and approve all forms of compensation to be provided to the CEO and all other executives who are subject to Section 16
of the Exchange Act.
•
Annually review and approve corporate goals and objectives relevant to the CEO’s compensation, and review and evaluate the
CEO’s performance in light of those goals and objectives.
•
Administer short- and long-term cash incentive and stock compensation plans and programs.
•
Review and recommend to the Board all forms of compensation to be provided to the non-employee directors.
•
Oversee and assess material risks associated with Mattel’s compensation structure, policies, plans, and programs generally.
•
Report and, as appropriate, make recommendations to the Board regarding executive compensation programs and practices.
|
34
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
•
Inform the non-employee directors of the Board of its decisions regarding compensation for the CEO and other
senior executives.
•
Oversee the Company’s engagement with institutional stockholders and proxy advisory firms concerning executive
compensation matters.
•
Report to t
he Board annually on succession planning, and assist the Board in nominating and evaluating successors to the CEO
and Board Chair positions.
|
Governance and Social
Responsibility Committee
|
Members:
|
Prof. Noreena Hertz (Chair), Adriana Cisneros, Julius
Genachowski, Dr. Judy Olian
|
|
Meetings in 2024:
|
6
|
|
|
The Board has determined that each member meets applicable Nasdaq and Mattel independence standards.
|
||
Primary Responsibilities
•
Assist the Board by identifying individuals qualified to become Board members, consistent with the criteria approved by the
Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of stockholders.
•
Develop and recommend to the Board the Guidelines on Corporate Governance.
•
Lead the evaluation of the Board’s performance.
•
Evaluate and make recommendations to the Board regarding the independence of the Board members.
•
Recommend director nominees for each Committee of the Board.
•
Assist the Board with oversight and review of social responsibility matters such as sustainability, corporate citizenship,
community involvement, equal opportunity, global manufacturing principles, product quality and safety, public policy, and
environmental, health, and safety matters.
•
Oversee and review with management risks relating to governance and social responsibility matters.
•
Oversee the Company’s engagement with institutional stockholders and proxy advisory firms concerning governance and social
responsibility matters.
•
Oversee philanthropic activities.
•
Oversee policies and practices related to political expenditures, and review, on an annual basis, direct and indirect political
expenditures, if any.
•
Work closely with the CEO and other members of Mattel’s management to assure that Mattel is governed effectively
and efficiently.
•
Review the Board’s leadership structure periodically and recommend changes to the Board as appropriate.
|
Finance Committee
|
Members:
|
Dominic Ng (Chair), Soren Laursen, Roger Lynch
|
|
Meetings in 2024:
|
5
|
Primary Responsibilities
•
Advise and make recommendations to the Board regarding allocation and deployment of available capital, including credit
facilities and debt securities, capital expenditures, dividends to stockholders, stock repurchase programs, and
hedging transactions.
•
Oversee interactions with credit rating agencies.
•
Advise and make recommendations to the Board regarding mergers, acquisitions, dispositions, and other strategic transactions.
•
Oversee third-party financial risks.
Other Board Committees
The
Executive Committee
did not hold any meetings in 2024. The members of the Executive Committee are Ms. Ferguson,
Prof. Hertz, Dr. Olian, and Messrs. Lynch and Ng. Mr. Lynch chairs the Executive Committee. The Executive Committee may
exercise all the powers of the Board, subject to limitations of applicable law, between meetings of the Board.
Mattel also has a
Stock Grant Committee
with Mr. Kreiz as the current sole member. The primary function of the Stock Grant
Committee is to exercise the limited authority delegated to the Committee by the
Board
and the Compensation Committee with
regard to approving annual and off-cycle stock grants to employees below the EVP level who are not Section 16 officers.
|
2025 Proxy Statement
|
35
|
Director Succession Planning
The Board has a robust director succession and search process.
The Board retains an independent, third-party search firm to
assist with the search for director candidates.
The Board has worked diligently to achieve the right balance between long-term,
institutional knowledge, and fresh perspectives on the Board. The Board believes that the current mix of director tenures provides
Mattel with an optimal balance of knowledge, experience, and capability. In its oversight of management, this mix allows the Board
to leverage the new viewpoints, experiences, and ideas of newer directors as well as the deep knowledge of, and experience with,
Mattel held by longer-tenured directors. The Board continues to be thoughtful and proactive about this process and will continue to
evaluate its composition with respect to skills, experience, and attributes in order to maintain the right balance for effective,
independent Board oversight.
New directors participate in an orientation process, which may address, among other topics, the Company’s operations,
performance, strategic plans, significant business, financial, accounting, legal and risk management matters, compliance programs,
code of business conduct and ethics, and corporate governance practices, and includes introductions to members of the
Company’s senior management and their respective responsibilities. The new directors also receive briefings on the
responsibilities, duties, and activities of the Committee(s) on which the director will initially serve. All directors are encouraged to
participate in continuing education programs to enhance skills and knowledge relevant to their service as directors, and the
Company pays the reasonable expenses of attendance by directors at such programs.
Board Meetings
During 2024, the Board held five meetings. No incumbent director attended less than 75% of the aggregate of all Board meetings
and all meetings held by any Committee of the Board on which such director served (in each case, held during the period of time
such director served on the Board or the applicable Committee).
Policy Regarding Attendance of Directors at the Annual
Meeting of Stockholders
Each member of Mattel’s Board is expected, but not required, to attend Mattel’s annual meeting of stockholders. There were eleven
directors at the time of our 2024 Annual Meeting and eight directors attended the meeting.
|
36
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Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
Risk Oversight
|
|
|||
|
Board Oversight
The Board is responsible for overseeing Mattel’s ongoing assessment and management of material risks
impacting Mattel’s business. The Board relies on Mattel’s management to identify and report on material risks,
and relies on each Board Committee to oversee management of specific risks related to that committee’s
function. The Board engages in risk oversight throughout the year and specifically focuses on risks facing
Mattel each year at a regularly scheduled Board meeting.
|
||||
|
Audit Committee
The Audit Committee oversees the Company’s
assessment and management of Mattel’s material
risks impacting the Company’s business, including
those relating to the Company’s financial reporting
and accounting, compliance, and cybersecurity.
The Committee is responsible for overseeing
Mattel’s compliance risk, which includes risk
relating to Mattel’s compliance with laws and
regulations. The Committee annually reviews and
discusses with management the material risks
impacting the Company and the steps management
has taken to monitor and control these risks.
|
Compensation Committee
The Compensation Committee oversees and
assesses material risks associated with Mattel’s
compensation structure, policies, and programs
generally, including those that may relate to pay
mix, selection of performance measures, the goal
setting process, and the checks and balances on
the payment of compensation. The Committee
annually reviews a detailed compensation risk
assessment conducted by its independent
compensation consultant to confirm that Mattel’s
compensation programs do not encourage
excessive risk taking. See “Compensation Risk
of the Committee’s review of potential pay risk.
|
|||
|
Finance Committee
The Finance Committee oversees and reviews with
management risks relating to capital allocation and
deployment, including Mattel’s credit facilities and
debt securities, capital expenditures, dividend
policy, mergers, acquisitions, dispositions, and
other strategic transactions. The Committee also
oversees third-party financial risks, which include
risks arising from customers, vendors, suppliers,
subcontractors, creditors, debtors, and
counterparties in hedging transactions, mergers,
acquisitions, dispositions, and other
strategic transactions.
|
Governance and Social
Responsibility Committee
The Governance and Social Responsibility
Committee oversees and reviews with
management risks relating to governance and
social responsibility matters, including
sustainability, corporate citizenship, community
involvement, equal opportunity, global
manufacturing principles, product quality and
safety, public policy, and environmental, health,
and safety matters. The Committee works with
the Board to oversee how the C
ompan
y fosters
its culture.
|
|||
|
||||
|
Management
Consistent with their role as active managers of Mattel’s business, our senior executives play the most active
role in risk management, and the Board looks to such officers to keep the Board apprised on an ongoing basis
about risks impacting Mattel’s business and how such risks are being managed. Each year as part of Mattel’s
risk evaluation process performed by its internal audit team, Mattel’s most senior executives provide input
regarding material risks facing the business group or function that each manages. These risks are presented to
the Audit Committee and the Board along with Mattel’s strategy for managing such risks. Since much of the
Board’s risk oversight occurs at the committee level, Mattel believes that this process is important to make all
directors aware of Mattel’s most material risks.
|
||||
|
2025 Proxy Statement
|
37
|
Board Accountability and Effectiveness
Board Evaluations
The Board conducts an annual self-evaluation process to assess effectiveness at both the Board and Board Committee levels.
The Chair of the Governance and Social Responsibility Committee is responsible for leading the annual review and is available for
private sessions with Board members during the evaluation process. Comments are aggregated and summarized, and the results
are reviewed with the Board and Board Committees. In addition, the Governance and Social Responsibility Committee conducts an
annual review of the Board’s composition and skills, and makes recommendations to the Board accordingly. This review includes
an assessment of the talent base, skills, areas of expertise, variety of opinions, perspectives, professional and personal
experiences, and backgrounds, as well as other differentiating characteristics, and independence of the Board and its members,
and consideration of any recent changes in a director’s outside employment or responsibilities, including the number of outside
board commitments a director holds. Mattel’s Guidelines on Corporate Governance set forth the limits on the number of outside
public company boards that our directors may sit on. We also describe these limits under “Identifying and Evaluating Director
|
Key Areas of Focus for the Annual Evaluations
|
Improvements in Board Effectiveness Informed
by Evaluations
|
||
|
•
Board operations and meeting effectiveness
•
Board accountability
•
Board Committee performance
|
•
Enhanced agenda item selection
•
Enhanced Board and Committee discussion formats
•
Enhanced interaction with management team
•
Enhanced opportunity to engage with talent and evaluate
succession in the organization
|
||
|
Board Evaluation Process
|
||||
|
1 - Questionnaires
Directors provide feedback
regarding Board composition and
structure, Board interaction with
management, meetings and
materials, effectiveness of the
Board, future agenda items, and
director education opportunities.
|
|
2 - Committee Review
The Governance and Social
Responsibility Committee reviews
the results of the evaluations.
|
||
|
4 - Feedback and Action
Based on the evaluation results,
changes in practices or
procedures are considered and
implemented, as appropriate to
address opportunities identified.
|
3 - Board Review
Evaluation results, which include
average ratings, year-over year
data, and consolidated written
responses are shared and
discussed with the Board.
|
|||
|
38
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
Certain Transactions with Related Parties
The Board maintains a written Related Party Transactions Policy regarding the review, approval, and ratification of any transaction
required to be reported under Item 404(a) of the SEC’s Regulation S-K. Under the policy, a related party transaction (as defined
below) may be consummated or may continue only if the Audit Committee approves or ratifies the transaction in accordance with
the guidelines set forth in the policy. A related party transaction entered into without pre-approval of the Audit Committee is not
deemed to violate the policy, or be invalid or unenforceable, so long as the transaction is brought to the Audit Committee as
promptly as reasonably practical after it is entered into. The policy provides that management shall present to the Audit Committee
each new or proposed related party transaction, including the terms of the transaction, the business purpose of the transaction, and
the benefits to Mattel and to the relevant related party. For the purposes of our policy, a “related party transaction” is any
transaction or relationship directly or indirectly involving one of our directors (which term includes any director nominee) or
executive officers (within the meaning of Rule 3b-7 under the Exchange Act), any person known by us to be the beneficial owner of
more than 5% of our common stock, or any person known by us to be an immediate family member of any of the foregoing that
would need to be disclosed under Item 404(a) of the SEC’s Regulation S-K.
Our directors and executive officers complete questionnaires on an annual basis designed to elicit information about any potential
related party transactions. They are also instructed and periodically reminded of their obligation to inform our legal department of
any potential related party transactions. In addition, we review information about security holders known by us to be beneficial
owners of more than 5% of any class of our voting securities (see “Stock Ownership and Reporting – Principal Stockholders”) to
determine whether there are any relationships with such security holders that might constitute related party transactions.
We are not aware of any current or proposed related party transactions with any directors, executive officers, more-than-5%
security holders, or any person known by us to be an immediate family member of any of the foregoing requiring disclosure under
the SEC’s rules or our Related Party Transactions Policy.
Code of Conduct
The Board has adopted a Code of Conduct, which is a general statement of Mattel’s standards of ethical business conduct.
The Code of Conduct applies to all of our employees, including our CEO and CFO. Certain provisions of the Code of Conduct also
apply to members of the Board in their capacity as Mattel’s directors. The Code of Conduct covers topics including, but not limited
to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. We intend to disclose any future
amendments to certain provisions of our Code of Conduct in accordance with the SEC rules, and any waivers of provisions of the
Code of Conduct required to be disclosed under the SEC rules or the Nasdaq listing standards, on Mattel’s corporate website at
https://corporate.mattel.com/ethics-and-compliance#our-code-of-conduct.
Corporate Governance Documentation and How to
Obtain Copies
In addition to our Committee charters and Code of Conduct, current copies of the following materials related to Mattel’s corporate
governance policies and practices are available publicly on Mattel’s corporate website at https://corporate.mattel.com/en-us/
investors/corporate-governance:
•
Restated Certificate of Incorporation;
•
Amended and Restated Bylaws;
•
Amended and Restated Guidelines on Corporate Governance;
•
Director Nominations Policy;
•
Audit Committee Complaint Procedures for Accounting, Internal Accounting Controls, Auditing, and Federal Securities
Law Matters;
•
Policy on Adoption of a Shareholder Rights Plan; and
•
Golden Parachute Policy.
|
2025 Proxy Statement
|
39
|
Communications with the Board
The independent directors of Mattel have unanimously approved a process by which stockholders of Mattel and other interested
persons may send communications to any of the following: (i) the Board, (ii) any committee of the Board, (iii) the Independent Lead
Director, or (iv) the independent directors. Such communications should be submitted in writing by mailing them to the relevant
addressee at the following address:
[Addressee]
c/o Secretary, TWR 15-1
Mattel, Inc.
333 Continental Boulevard
El Segundo, CA 90245-5012
Any such communications will be relayed to the Board members who appear as addressees, except that the following categories of
communications will not be so relayed, but will be available to Board members upon request:
•
Communications concerning Company products and services;
•
Solicitations;
•
Matters that are entirely personal grievances; and
•
Communications about litigation matters.
|
40
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
Non-Employee Director Compensation
Independent Compensation Consultant Review
On an annual basis, the Compensation Committee reviews, with the assistance of its independent compensation consultant, FW
Cook, our non-employee director compensation program. I
n May 2024, FW Cook conducted an independent review of our
non-employee director compensation program and concluded that our non-employee director compensation was slightly below the
median of our peer group.
As a result, our Compensation Committee recommended,
and the Board approved, a $10,000 increase
in
the value of the annual stock grant, from $165,000 to $175,000, and a $5,000 increase in the annual cash retainer, from
$105,000 to $110,000. FW Cook did not recommend any changes to the structure of our non-employee director compensation
program, which FW Cook has indicated is aligned with best practices, as set forth below.
|
Non-Employee Director Compensation Program Elements:
•
Retainer-only cash compensation (i.e., no meeting fees)
•
Total annual compensation mix slightly weighted in favor of stock versus cash
•
Annual stock grants delivered as full value awards based on a fixed-value formula
•
Immediate vesting that avoids entrenchment
•
Robust stock ownership guidelines
•
Flexible voluntary deferral provisions
•
Annual total limit on stock and cash compensation in the stockholder approved stock plan
•
No major benefits or perquisites other than modest charitable gift matching
|
Cash Retainers
For 2024, non-employee directors received:
|
Annual cash retainer
|
$
110,000
|
|
Additional cash retainer for the Independent Lead Director
|
$
50,000
|
|
Additional cash retainer for the Chairs of the Audit and Compensation Committees
|
$
20,000
|
|
Additional cash retainer for the Chairs of the Executive, Finance, and Governance and Social Responsibility Committees
|
$
15,000
|
|
Additional cash retainer for members of the Audit Committee, including the Chair
|
$
10,000
|
Directors had the option to receive all or a portion of their annual cash retainer in the form of shares of Mattel common stock and/or
defer receipt of all or a portion of their total cash retainer under the Mattel, Inc. Deferred Compensation Plan for Non-Employee
Directors (“Director DCP”), as described below under “Narrative Disclosure to Non-Employee Director Compensation
Table – Deferred Compensation Plan for Non-Employee Directors.” Each of our non-employee directors received his or her total
cash retainer shortly after our 2024 Annual Meeting held on May 29, 2024,
except Mr. Laursen, who elected to receive stock in lieu
of his annual cash retainer.
For non-employee directors, cash retainers are pro-rated from the date of commencement of service
until the next annual meeting of stockholders.
Stock Compensation
For 2024, non-employee directors received:
|
Annual stock grant of deferred vested RSUs (intended fixed grant value)
|
$
175,000
|
|
2025 Proxy Statement
|
41
|
Each of our non-employee directors elected at our 2024 Annual Meeting received the annual grant of deferred vested RSUs on the
2024 Annual Meeting date. For non-employee directors commencing service on the Board other than at our annual meeting of
stockholders, annual stock grants are pro-rated from the date of commencement of service until the next annual meeting of
stockholders. Each RSU represents a contingent right to receive one share of Mattel common stock. These RSUs vest
immediately, but a non-employee director generally will not receive actual shares of Mattel common stock in settlement of the
RSUs until the earlier of the third anniversary of the grant date or the date he or she ceases to be a director. The RSUs have
dividend equivalent rights, meaning that for the period before the RSUs are settled in shares, we will pay the director cash equal to
any cash dividends that he or she would have received if the RSUs had been an equivalent number of actual shares of Mattel
common stock. The directors may also elect to defer the receipt of the RSU shares under the Director DCP and, if they do so, any
dividends paid on such shares are also deferred under the Director DCP in the form of Mattel stock equivalents.
The following
table
shows the compensation of the members of the
Board who served at any time during 202
4, other than Mr.
Kreiz, whose compensation as an executive officer is set forth in the Summary Compensation Table:
|
Name
|
Fees Earned or
Paid in Cash
(1)
($)
|
Stock
Awards
(2)
($)
|
All Other
Compensation
(4)
($)
|
Total
($)
|
|
Adriana Cisneros
|
110,000
|
175,009
|
7,500
|
292,509
|
|
Diana Ferguson
|
140,000
|
175,009
|
—
|
315,009
|
|
Julius Genachowski
|
158,333
|
230,012
|
—
|
388,345
|
|
Noreena Hertz
|
130,000
|
175,009
|
7,500
|
312,509
|
|
Soren Laursen
|
123,333
|
175,009
|
7,500
|
305,842
|
|
Roger Lynch
|
160,000
|
175,009
|
15,000
|
350,009
|
|
Dominic Ng
|
135,000
|
175,009
|
15,000
|
325,009
|
|
Judy Olian
|
136,667
|
175,009
|
15,000
|
326,676
|
|
Dawn Ostroff
|
145,000
|
230,012
|
15,000
|
390,012
|
|
R. Todd Bradley
(3)
|
—
|
—
|
—
|
—
|
|
Michael Dolan
(3)
|
—
|
—
|
—
|
—
|
|
Ann Lewnes
(3)
|
—
|
—
|
—
|
—
|
(1)
In addition to the annual cash retainer paid on May 29, 2024, the amounts shown for Mr. Genachowski and Ms. Ostroff also include a pro-rata portion of the annual cash retainer, paid upon
their appointments to the Board on February 5, 2024 and based on the number of months they would serve from February 2024 to the date of the 2024 Annual Meeting. The amounts shown
for Messrs. Laursen and Genachowski also include pro-rata portions of the Audit Committee retainer, paid upon their appointments to the Audit Committee on February 5, 2024, and the
amounts shown for Prof. Hertz and Dr. Olian also include pro-rata portions of the Chair retainer, paid upon their appointments as Chairs of the Governance and Social Responsibility
Committee and Compensation Committee, respectively, on February 5, 2024. For Mr. Laursen, his annual retainer was received as 6,268 shares in lieu of cash, per his election, with the
number of shares computed based on our closing stock price of $17.55 on May 29, 2024.
(2)
Each of our non-employee directors received an annual stock grant of 9,972 RSUs on May 29, 2024, under our Amended and Restated 2010 Equity and Long-Term Compensation Plan
(the “Amended 2010 Plan”). In addition, upon their appointments to the Board on February 5, 2024, Mr. Genachowski and Ms. Ostroff also received a pro-rata portion of the annual stock grant
of 2,978 RSUs. Amounts in this column represent the grant date fair value of such shares, computed in accordance with FASB ASC Topic 718, based on our closing stock price of $18.47 on
February 5, 2024 and $17.55 on May 29, 2024.
The table below shows the aggregate number of stock awards outstanding for each of our non-employee directors as of December 31, 2024.
Stock awards consist of vested but not settled RSUs and any deferrals of vested RSUs under the Director DCP. Our directors held no outstanding stock option awards as of
December 31, 2024.
|
Name
|
Aggregate Stock Awards Outstanding
as of December 31, 2024
|
|
Adriana Cisneros
|
45,549
|
|
Diana Ferguson
|
25,409
|
|
Julius Genachowski
|
12,950
|
|
Noreena Hertz
|
20,774
|
|
Soren Laursen
|
25,409
|
|
Roger Lynch
|
58,116
|
|
Dominic Ng
|
108,020
|
|
Judy Olian
|
25,409
|
|
Dawn Ostroff
|
12,950
|
|
R. Todd Bradley
|
—
|
|
Michael Dolan
|
—
|
|
Ann Lewnes
|
14,382
|
(3)
Mr. Bradley and Ms. Lewnes resigned from the Board in February 2024 and Mr. Dolan did not stand for re-election at the 2024 Annual Meeting.
(4)
The “All Other Compensation” column reflects the charitable contributions made by the Mattel Children’s Foundation pursuant to the Board of Directors Recommended Grants and Matching
Recommended Grants Program, as described below, for the applicable director.
|
42
|
Mattel, Inc.
|
|
|
Corporate Governance at Mattel
|
Narrative Disclosure to Non-Employee Director
Compensation Table
Recommended Grants and Matching Recommended Grants Program
Subject to certain limitations, each director may recommend that the Mattel Children’s Foundation (the “Foundation”) make grants
of up to a total of $7,500 per year to one or more nonprofit public charities that help fulfill the Foundation’s mission of serving
children in need. The Foundation also will match up to
$7,500
per year for any personal charitable gifts made by the director,
subject to certain limitations. This program may not be used to satisfy any pre-existing commitments of the director or any member
of the director’s family.
Deferred Compensation Plan for Non-Employee Directors
The Director DCP allows directors to defer their Board cash retainers and the common stock underlying their annual RSU grants.
Cash retainers deferred in the Director DCP are maintained in account balances that are deemed invested in one or more of a
number of externally managed institutional funds that are similarly available under the executive Mattel, Inc. Deferred
Compensation and PIP Excess Plan. Cash retainers deferred into the Mattel Company Stock Fund in the Director DCP are
deemed invested in Mattel stock equivalents, which accrue dividend equivalent rights in the same way as RSUs.
Distribution of amounts deferred under the Director DCP may be paid in a lump sum or in ten annual installments, with payment
made or commencing in April following the year in which a director ceases service with the Board or the later of the year in which
(i) a director ceases service with the Board or (ii) the director achieves a specified age not to exceed 72. As of December 31, 2024,
the following
directors
had the following aggregate number of Mattel stock equivalents in the Director DCP, including deferred RSU
shares:
Ms. Cisneros:
20,140
; Ms. Ferguson:
6,843
;
Ms. Lewnes
(former director):
14,382
;
Mr. Lynch:
35,504
; and Mr. Ng:
187,177
.
Expense Reimbursement Policy
Mattel reimburses directors for expenses incurred while traveling for Board business and permits directors to use
Company-selected aircraft when traveling for Board business, as well as commercial aircraft, charter flights, and non-Mattel private
aircraft. These expenses are not considered perquisites, as they are limited to travel for Board business. In the case of travel by a
non-Mattel private aircraft, the amount reimbursed is generally limited to variable costs or direct operating costs relating to travel for
Mattel Board business and generally does not include fixed costs such as a portion of the flight crew’s salaries, monthly
management fee, capital costs, or depreciation.
Non-Employee Director Stock Ownership
The Board has adopted guidelines regarding non-employee director stock ownership. Within five years of joining the Board,
non-employee directors must attain stock ownership equivalent in value to five times the annual cash retainer. For this purpose,
Mattel common stock holdings are valued at the greater of acquisition value or current market value. Cash retainers and RSU
shares deferred into the Mattel Company Stock Fund in the Director DCP receive credit and are valued at the current market value.
Each of the Board members has met the targeted stock ownership level other than Prof. Hertz, who joined the Board in 2023, and
Mr. Genachowski and Ms. Ostroff, who each joined the Board in 2024, each of whom is within the five-year compliance period.
|
2025 Proxy Statement
|
43
|
Audit Matters
Proposal 2: Ratification of Selection of
Independent
Registered
Public Accounting Firm
for the Year Ending December 31, 2025
|
|
The Board recommends a vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as Mattel’s
Independent Registered Public Accounting Firm.
|
The Audit Committee of the Board has selected PricewaterhouseCoopers LLP as our independent registered public accounting
firm for the year ending December 31, 2025. Representatives of PricewaterhouseCoopers LLP are expected to be present at the
2025 Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they desire to do so.
Stockholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accountants is not
required by our Restated Certificate of Incorporation, our Bylaws, or otherwise. However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to the stockholders for ratification because we believe it is a matter of good corporate practice. If our
stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP,
but may still retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a
different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a
change would be in Mattel’s best interests and that of our stockholders.
|
44
|
Mattel, Inc.
|
|
|
Audit Matters
|
Report of the Audit Committee
The following Report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the
Securities and Exchange Commission (“SEC”) or subject to Regulations 14A or 14C of the Securities Exchange Act of
1934, as amended (“Exchange Act”), or the liabilities of Section 18 of the Exchange Act. The Report of the Audit
Committee shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except to the extent Mattel specifically incorporates it by reference.
The Audit Committee’s responsibility is to assist the Board in its oversight of:
•
The quality and integrity of Mattel’s financial reports;
•
The independence, qualifications, and performance of PricewaterhouseCoopers LLP (“PwC”), Mattel’s independent registered
public accounting firm;
•
The performance of Mattel’s internal audit function; and
•
The compliance by Mattel with legal and regulatory requirements.
Management of Mattel is responsible for Mattel’s consolidated financial statements as well as Mattel’s financial reporting process
and internal control over financial reporting, including Mattel’s disclosure controls and procedures. PwC is responsible for
performing an integrated audit of Mattel’s annual consolidated financial statements and of its internal control over
financial reporting.
In this context, the Audit Committee has reviewed and discussed with management, the head of Mattel’s internal audit function,
and PwC, the audited financial statements of Mattel as of and for the year ended December 31, 2024, Management’s Report on
Internal Control Over Financial Reporting, and the Report of Independent Registered Public Accounting Firm.
PwC has expressed its opinion that M
attel’s consolidated financial statements present fairly, in all material respects, its financial
position as of December 31, 2024 and 2023 and its results of operations and cash flows for each of the three years in the period
ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
In addition, Mattel’s Chief Executive Officer and Chief Financial Officer reviewed with the Audit Committee, prior to filing with the
SEC, the certifications that were filed pursuant to the requirements of the Sarbanes-Oxley Act and the disclosure controls and
procedures management has adopted to support the certifications. The Audit Committee periodically meets in executive sessions
and in separate private sessions with management, including the Chief Executive Officer, the Chief Financial Officer, and/or the
Chief Legal Officer, the head of Mattel’s internal audit function
, and PwC. Each of the Chief Executive Officer, the Chief Financial
Officer, the Chief Legal Officer, the head of Mattel’s internal audit function,
and PwC has unrestricted access to the Audit
Committee.
The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of the Public
Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has received the written
disclosures and the letter from PwC required by the PCAOB regarding the firm’s communications with the Audit Committee
concerning its independence from Mattel, and the Audit Committee has also discussed with PwC the firm’s independence from
Mattel. The Audit Committee has also considered whether PwC’s provision of non-audit services to Mattel is compatible with
maintaining the firm’s independence from Mattel.
The members of the Audit Committee are not engaged in the accounting or auditing profession and, consequently, are not experts
in matters involving accounting or auditing, including the subject of auditor independence. As such, it is not the duty of the Audit
Committee to plan or conduct audits or to determine that Mattel’s consolidated financial statements fairly present Mattel’s financial
position, results of operations and cash flows, and are in conformity with accounting principles generally accepted in the
United States of America and applicable laws and regulations. Each member of the Audit Committee is entitled to rely on:
•
The integrity of those persons within Mattel and of the professionals and experts (such as PwC) from which the Audit Committee
receives information;
•
The accuracy of the financial and other information provided to the Audit Committee by such persons, professionals, or experts
absent actual knowledge to the contrary; and
•
Representations made by management or PwC as to any information technology services of the type described in Rule
2-01(c)(4)(ii) of the SEC’s Regulation S-X and other non-audit services provided by PwC to Mattel.
Based on the reports and discussions described above, the Audit Committee recommended to the Board that the audited financial
statements be included in Mattel’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC.
AUDIT COMMITTEE
Diana Ferguson (Chair), Julius Genachowski, Soren Laursen, and Dominic Ng
March 19, 2025
|
2025 Proxy Statement
|
45
|
Fees Incurred for Services by
PricewaterhouseCoopers
LLP
The following table summarizes the fees accrued by Mattel for audit and non-audit services provided by PwC for fiscal years 2024
and 2023:
|
Fees
|
2024
($)
|
2023
($)
|
|
Audit fees
(1)
|
9,339,000
|
9,577,000
|
|
Audit-related fees
(2)
|
98,000
|
95,000
|
|
Tax fees
(3)
|
1,156,000
|
1,523,000
|
|
All other fees
(4)
|
2,000
|
18,000
|
|
Total
|
10,595,000
|
11,213,000
|
(1)
Audit fees consisted of fees for professional services provided in connection with the integrated audit of Mattel’s annual consolidated financial statements and the audit of internal control over
financial reporting, the performance of interim reviews of Mattel’s quarterly unaudited financial information, comfort letters, consents, and statutory audits required internationally.
(2)
Audit-related fees consisted primarily of fees related to compliance audits, and other agreed upon procedures.
(3)
Tax fees principally included (i) tax compliance and preparation fees (including fees for preparation of original and amended tax returns, claims for refunds, and tax payment-planning services)
of $649,000 for 2024 and $820,000 for 2023, and (ii) other tax advice, tax consultation, and tax planning services of $507,000 for 2024 and $703,000 for 2023.
(4)
All other fees consisted of software license fees.
The Audit Committee charter provides that the Audit Committee pre-approves all audit services and permitted non-audit services to
be performed for Mattel by its independent registered public accounting firm, subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Exchange Act.
In addition, consistent with SEC rules regarding auditor independence, the Audit Committee has adopted a Pre-Approval Policy,
which provides that the Audit Committee is required to pre-approve the audit and non-audit services performed by our independent
registered public accounting firm. The Pre-Approval Policy sets forth procedures to be used for pre-approval requests relating to
audit services, audit-related services, tax services, and all other services and provides that:
•
The term of the pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a
different period or the services are specifically associated with a period in time;
•
The Audit Committee may consider the amount of estimated or budgeted fees as a factor in connection with the determination of
whether a proposed service would impair the independence of the registered public accounting firm;
•
Requests or applications to provide services that require separate approval by the Audit Committee are submitted to the Audit
Committee by both the independent registered public accounting firm and the CFO and Corporate Controller or Senior Vice
President, Tax (for tax services), and must include a joint statement as to whether, in their view, the request or application is
consistent with the rules of the SEC and PCAOB on auditor independence;
•
The Audit Committee may delegate pre-approval authority to one or more of its members, and if the Audit Committee does so,
the member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at
its next scheduled meeting; and
•
The Audit Committee does not delegate to management its responsibilities to pre-approve services performed by the
independent registered public accounting firm.
All services provided by our independent registered public accounting firm in 2024 and 2023 were pre-approved in accordance with
the Audit Committee’s Pre-Approval Policy.
|
46
|
Mattel, Inc.
|
|
|
Compensation at Mattel
Proposal 3: Advisory Vote to Approve Named
Executive Officer Compensation (“Say-on-Pay”)
|
|
The Board recommends a vote FOR approval of the executive compensation of Mattel’s named
executive officers.
|
We are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our NEOs as described in the
Compensation Discussion and Analysis and set forth in the executive compensation tables and narrative discussion on pages
49
The Board believes that the information provided in the Compensation Discussion and Analysis and the executive compensation
tables and narrative discussion demonstrates that our executive compensation programs are designed appropriately, emphasize
pay-for-performance, and continue to align senior executives’ interests with stockholders’ interests to support long-term stockholder
value creation.
The Board has determined to hold a “Say-on-Pay” advisory vote every year. In accordance with this determination and Section 14A
of the Exchange Act, and as a matter of good corporate governance, we are asking our stockholders to approve the following
advisory resolution at the 2025 Annual Meeting:
“RESOLVED, that the stockholders of Mattel approve, on an advisory basis, the compensation of Mattel’s named executive
officers, as disclosed in the Compensation Discussion and Analysis, executive compensation tables, and narrative discussion of
this Proxy Statement.”
The “Say-on-Pay” vote is advisory and, therefore, not binding on Mattel, the Compensation Committee, or the Board. Although
non-binding, the Compensation Committee and the Board will review and consider the voting results when making future decisions
regarding our executive compensation programs. At our 2023 Annual Meeting, stockholders approved, on an advisory basis, a
frequency of every year for casting “Say-on-Pay” votes. We currently hold “Say-on-Pay” votes every year and expect the next
“Say-on-Pay” vote after the 2025 Annual Meeting will be held at our 2026 Annual Meeting.
|
2025 Proxy Statement
|
47
|
Executive Officers
The current executive officers of Mattel are as follows:
|
Name
|
Age
|
Position
|
Executive Officer Since
|
|
Ynon Kreiz
(1)
|
60
|
Chairman of the Board and Chief Executive Officer
|
2018
|
|
Anthony DiSilvestro
(2)
|
66
|
Chief Financial Officer
|
2020
|
|
Steve Totzke
|
55
|
President and Chief Commercial Officer
|
2020
|
|
Karen Ancira
|
43
|
Executive Vice President and Chief People Officer
|
2024
|
|
Jonathan Anschell
|
57
|
Executive Vice President, Chief Legal Officer, and Secretary
|
2021
|
|
Roberto Isaias
|
57
|
Executive Vice President and Chief Supply Chain Officer
|
2019
|
Anthony DiSilvestro
Chief Financial Officer
|
Mr. DiSilvestro has been Chief Financial Officer since August 2020. From May 2014 to
September 2019, he served as Senior Vice President and Chief Financial Officer of Campbell Soup
Company, a manufacturer and marketer of branded food and beverage products. Mr. DiSilvestro held
several leadership roles at Campbell Soup Company from 1996 to 2014, including Senior Vice
President – Finance, Vice President – Controller, Vice President – Finance and Strategy, Campbell
International, Vice President – Strategic Planning and Corporate Development, Vice President –
Finance, North America Division, and Vice President and Treasurer. Earlier in his career, Mr. DiSilvestro
held leadership roles at Scott Paper Company and the Continental Group. Mr. DiSilvestro has served on
the Board of FMC Corporation since December 2024.
|
Steve Totzke
President and Chief
Commercial Officer
|
Mr. Totzke has been President and Chief Commercial Officer since April 2022. From July 2018 to
March 2022, he served as Executive Vice President and Chief Commercial Officer. From February 2016
to July 2018, he served as Executive Vice President and Chief Commercial Officer – North America.
From May 2014 to February 2016, he served as Senior Vice President, Sales and Shopper Marketing,
and from April 2012 to May 2014, he served as Senior Vice President, U.S. Sales. From January 2010
to April 2012, he served as Vice President and General Manager, Australia, and from February 2008 to
December 2009, he served as General Manager, Australia/New Zealand. Prior to that, he served as
Senior Director of Sales and Vice President, Canada.
|
Karen Ancira
EVP and Chief People
Officer
|
Ms. Ancira has been Executive Vice President and Chief People Officer since May 2024. From
May 2022 to April 2024, she served as Chief People and Culture Officer, KFC, US. From 2018 to 2022,
she served as Chief People and Culture Officer, KFC South Pacific. From 2016 to 2018, she served as
Chief People Officer, KFC Latin America and the Caribbean. From 2013 to 2015, she served as
Director, Organizational Development, KFC UK and Ireland. Prior to that, Ms. Ancira served in HR
leadership positions at PepsiCo in Monterrey, Mexico.
|
Jonathan Anschell
EVP, Chief Legal Officer,
and Secretary
|
Mr. Anschell has been Executive Vice President, Chief Legal Officer, and Secretary since
January 2021. From December 2019 to December 2020, he served as Executive Vice President and
General Counsel, ViacomCBS Media Networks, a mass media company. From January 2016 to
December 2019, he served as Executive Vice President, Deputy General Counsel and Secretary of
CBS Corporation. From September 2004 to December 2019, he served as Executive Vice President
and General Counsel of CBS Broadcasting Inc. Prior to that, Mr. Anschell was a partner with the law
firm White O’Connor Curry.
|
|
48
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
Roberto Isaias
EVP and Chief
Supply Chain Officer
|
Mr. Isaias has been Executive Vice President and Chief Supply Chain Officer since February 2019. From
April 2014 to February 2019, he served as Senior Vice President and Managing Director Latin America.
From December 2011 to April 2014, he served as Senior Vice President and General Manager Latin
America (except Brazil). From September 2007 to December 2011, he served as Vice President and
General Manager Mexico. From March 2005 to September 2007, he served as General Manager Latin
America – South Cone (Chile, Argentina, Peru, Uruguay, Paraguay, and Bolivia). From August 2002 to
March 2005, he was Senior Sales & Trade Marketing Director – Mexico. From August 2001 to
August 2002, he served as Head of Commercial for Traditional Trade at Procter & Gamble Mexico.
Prior to that, he served as Associate Director for the Modern Trade, Drug Distributors, and Key Regions
at Procter & Gamble Mexico. Mr. Isaias’ full legal name is Roberto J. Isaias Zanatta.
|
(1)
Information regarding Mr. Kreiz is provided in the “Proposal 1 – Election of Directors” section of this Proxy Statement.
(2)
As described in our Form 8-K filed on January 16, 2025, on January 13, 2025, Mr. DiSilvestro informed the Company of his intent to retire as
CFO
effective May 15, 2025. The Company has
retained an executive search firm to assist with its CFO search. To support the transition of his role to a successor, Mr. DiSilvestro has agreed to serve as an advisor to the Company for a
period of 90 days following such retirement. In exchange for such services, the Company will pay Mr. DiSilvestro an advisory fee in the amount of $50,000 per month.
|
2025 Proxy Statement
|
49
|
Compensation Discussion and Analysis
2024 Named Executive Officers
Our fiscal year 2024 Named Executive Officers, or NEOs,
were
:
|
|
|
|
|
||||
|
Ynon Kreiz
|
Anthony DiSilvestro
|
Steve Totzke
|
Jonathan Anschell
|
Roberto Isaias
|
||||
|
Chairman and Chief
Executive Officer
|
Chief Financial
Officer
|
President and Chief
Commercial Officer
|
EVP, Chief Legal
Officer, and Secretary
|
EVP and Chief
Supply Chain Officer
|
2024 Business Overview
2024 was another successful year for Mattel, as we continued to execute our multi-year strategy to grow our IP-driven toy
business and expand our entertainment offering. Our priorities were to grow profitability, expand gross margin, and generate
strong free cash flow.
1
We achieved all three objectives, demonstrating strong operational excellence. Our results were driven by
cost savings, lower inventory management costs, supply chain efficiencies, and foreign currency exchange favorability and other
factors, which more than offset the prior year benefit associated with the Barbie movie.
Full year net sales were down 1% versus the prior year, with significant gross margin expansion of 330 basis points, Earnings per
share growth of 163%, and free cash flow of nearly $600 million. We ended 2024 with the strongest balance sheet we have had in
years, including $1.4 billion in cash. Aligned with our capital allocation priorities, we repurchased $400 million of our common stock,
following $203 million of repurchases in 2023.
We continued to improve operations, announcing a new Optimizing for Profitable Growth cost savings program targeting $200
million of annualized gross cost savings between 2024 and 2026. The program is tracking ahead of schedule, having achieved $83
million of savings in 2024.
(1)
Free cash flow is a non-GAAP measure under the SEC’s rules. Please see “Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations” on page
94
.
|
50
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
Key Elements of Our 2024 Executive Compensation Programs
|
Compensation Components
|
Characteristics
|
2024 Actions/Results
|
|
Base Salary
|
•
Provide fixed cash compensation based on individual role,
skill set, market data, performance, criticality to the
Company, and internal pay parity
|
Increased Mr. Kreiz’s 2024 base
salary in recognition of his
outstanding performance and the
criticality and impact of his role as
CEO, supported by competitive
market practices based on data
provided by FW Cook and our pay-
for-performance philosophy, as
|
|
Annual Cash Incentive
(MIP)
|
•
Incentivize and motivate senior executives to achieve our
short-term strategic and financial objectives that we believe
will drive long-term stockholder value
•
Our 2024 MIP financial measures focused on improving
profitability, topline performance, and improving our
working capital position. The 2024 MIP was structured as
follows:
◦
65% MIP-Adjusted EBITDA Less Capital Charge
◦
20% MIP-Adjusted Net Sales
◦
15% MIP-Adjusted Gross Margin
◦
Multiplier based on Individual Performance
|
Increased Mr. Totzke’s 2024 target
MIP opportunity in recognition of the
criticality and impact of his role as
President & Chief Commercial
Officer, supported by competitive
market practices based on data
provided by FW Cook and our pay-
for-performance philosophy, as
The Company financial performance
earnout for the 2024 MIP was
177.1% of target opportunity, as
|
|
Stock-Based Long-Term
Incentives (LTIs)
|
•
Aimed at focusing our senior executives on achieving our
key long-term financial objectives, while rewarding relative
growth in stockholder value that is sustained over
several years
|
Set 2024 LTI values at levels
supported by competitive market
practices based on data provided by
FW Cook and reflective of individual
roles and performance, as well as
our pay-for-performance philosophy,
|
|
•
Performance Units
|
•
Incentivize and motivate senior executives to achieve
key long-term financial objectives and stock price
outperformance
•
The Performance Units granted under the three-year LTIP
cycles are structured as follows:
◦
Three-Year Cumulative Adjusted Free Cash Flow
◦
Multiplier based on Three-Year relative TSR vs. S&P
500 constituents
•
Mr. Kreiz also received the one-time Retention
Performance Grant,
subject to a five-year vesting period,
|
The payout for the 2022-2024 LTIP
was 46% of target Performance
Units granted, as discussed on
|
|
•
RSUs
|
•
Encourage senior executive stock ownership
•
Support stockholder-aligned retention
•
Vest in annual installments over three years
|
|
|
2025 Proxy Statement
|
51
|
Pay-For-Performance Philosophy
Our executive compensation programs reflect our pay-for-performance philosophy.
The guiding principles of our executive compensation programs include:
•
Paying for performance
•
Aligning executives’ financial interests with stockholders’ interests
•
Attracting and retaining the best talent
•
Upholding compensation governance best practices
•
Recognizing leadership behaviors that support Mattel’s purpose, mission, strategy, and values
The Compensation Committee has designed our executive compensation programs so that a significant percentage of annual
compensation is performance-based and at-risk, with incentive earnouts based on Company financial, individual, and stock price
performance. Further, a large portion of this performance-based annual compensation is delivered in the form of stock-based
incentives, rather than cash, which motivates our executives to think and act like owners, rewarding them when value is created for
stockholders. Our compensation programs are designed to recruit, incentivize, and retain the best talent in the industry and
promote alignment with stockholders’ interests by creating incentives for long-term performance and stockholder value creation.
Pay-For-Performance
In 2024, our executive compensation decisions and programs continued to reflect our commitment to pay-for-
performance and compensation governance best practices.
Our compensation programs continued to reflect our commitment to pay-for-performance and long-term stockholder value creation
by emphasizing at-risk performance-based compensation in the form of an annual cash incentive (MIP)
and annual LTIs.
As a result, our CEO’s annual target TDC continued to be delivered primarily in
the form of performance-based LTIs, with
an
annual LTI mix of 75% Performance Units and 25% RSUs. Our other NEOs received an annual LTI mix of 50% Performance Units
and 50% RSUs. The chart below shows the 2024 target TDC* mix for our CEO, and the average 2024 target TDC* mix for our
other NEOs:
Significant Portion of 2024 Target TDC* At-
Risk
|
CEO
|
Average of other NEOs
|
|
|
|
*
2024 target TDC is t
he sum of 2024 year-end annual base salary, MIP target incentive opportunity, and annual LTIs (i.e., grant value of Performance Units granted under the 2024-2026 LTIP
and RSUs).
Target TDC does not include, and the charts above do not reflect, any special or one-time stock awards granted during the year.
|
52
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
2024 CEO Retention Performance Grant
On September 11, 2024, the Compensation Committee approved a one-time Retention Performance Grant consisting entirely of
Performance Units to our CEO, Ynon Kreiz, in order to incentivize retention and drive significant Company stock price performance
and market outperformance. The Committee made this grant in recognition of Mr. Kreiz’s track record of strong performance and
the importance of his continued leadership at Mattel as the driving force behind the Company’s transformation to become an IP-
driven toy business with an expanding entertainment offering. Highlights of Mr. Kreiz’s tenure as CEO that the Committee
considered included:
•
Strong improvement in financial results across key metrics;
•
Significantly increased market share in the major categories Dolls and Vehicles, and for Mattel’s leading power brands, Barbie
and Hot Wheels;
•
Successfully executed cost savings programs, achieving over $1.3 billion of savings;
•
Achieved an investment grade credit rating and significantly strengthened financial position and flexibility;
•
Resumed share repurchases, including a $1 billion dollar share repurchase authorization in early 2024; and
•
Initiated and continues to lead strategy to capture the full value of Mattel’s IP, including the launch of Mattel Films and Mattel
Television Studios; Mattel Films has announced 16 motion pictures in active production or development with major studio
partners. The Company’s first movie, “Barbie,” achieved the largest global box-office in 2023 and became the industry’s 15th
highest grossing
movie
of all time. The Barbie movie was nominated for eight Academy Awards including Best Picture, and
received the Oscar for Best Original Song.
Considering Mr. Kreiz’s track record of strong performance, high visibility as an industry-leading CEO, and the importance of his
ongoing leadership to Mattel’s continued execution of key growth initiatives to drive value creation, the Compensation Committee
sought to structure an incentive that would effectively retain Mr. Kreiz and drive his continued execution of key growth initiatives,
while aligning any additional incentive opportunity directly to Mattel’s stock price performance and stockholder value creation.
Following thoughtful deliberations and careful consultation with its independent compensation consultant, the Compensation
Committee developed the following Retention Performance Grant structure:
|
Retention Performance Grant Structure
|
||||
|
Target Value
|
•
$15 million, with the maximum number of Performance Units that may be earned equal to 200% of the target
Performance Units
•
The Compensation Committee sought a target value that reflected:
◦
The retentive qualities of the stock grants in Mattel’s annual compensation program versus the retentive
qualities the Committee believed are necessary to successfully retain a high-profile CEO with a strong
track record
◦
The time horizon for the grant and corresponding commitment required to earn the grant – five years
◦
The rigorous performance criteria within the grant, including both absolute stock price hurdles and relative
TSR metrics
•
The target value of the Retention Performance Grant is approximately 1.5x Mr. Kreiz’s annual total target
stock grant value, though it includes a significantly longer performance period and vesting term than our
annual stock grants and has substantially more rigorous performance goals
|
|||
|
Performance
Period
|
•
Five-year vesting period from September 30, 2024 to September 30, 2029 (such five-year vesting period
referred to as the “performance measurement period”)
|
|||
|
Performance
Goals
|
•
100% performance-based, with no portion earned unless the Company achieves rigorous performance goals:
◦
50% of the grant subject to vesting based on achievement of stock price hurdles during final three years of
the performance measurement period
◦
50% of the grant subject to vesting based on relative TSR as compared to the S&P 500 over the
performance measurement period
|
|||
|
Stock Price Hurdle
|
% of Target Earned
|
Relative TSR
|
% of Target Earned
|
|
|
$27.00
|
0%
|
<55
th
Percentile
|
0%
|
|
|
$33.50
|
50%
|
55
th
Percentile
|
50%
|
|
|
$40.00
|
100%
|
85
th
Percentile
|
100%
|
|
|
The $27.00 stock price threshold would represent a 42% increase from the $19.05 stock price on grant
date and a new high stock price during Mr. Kreiz’s tenure as CEO
|
||||
|
2025 Proxy Statement
|
53
|
A stock price hurdle will be deemed achieved if the average closing price of a share of the Company’s common stock for any
consecutive thirty trading-day period during the final three years of the five-year performance measurement period equals or
exceeds the applicable stock price hurdle set forth above. No portion of the Retention Performance Grant that is based on
achievement of the stock price hurdles will vest unless the average closing price of a share of the Company’s common stock for
any consecutive thirty trading-day period during the final three years of the five-year performance measurement period exceeds
$27.00 per share, which represents a 48% increase in the trading price of the Company’s common stock as compared to the
closing price on the date of approval of the Retention Performance Grant. To the extent that the highest thirty trading-day average
closing price during the final three years of the five-year performance measurement period falls between a stock price hurdle, the
number of Performance Units earned with respect to the stock price hurdles will be calculated using linear interpolation.
Relative TSR will be measured over the five-year performance measurement period based on the Company’s performance as
compared to the companies comprising the S&P 500 as of September 30, 2024. Importantly, no portion of the Retention
Performance Grant that is based on achievement of relative TSR will vest unless the Company’s
total stockholder return
over the
five-year performance measurement period equals or exceeds the 55
th
percentile when compared to the companies comprising
the S&P 500 as of September 30, 2024.
There is no acceleration or continued vesting of the Retention Performance Grant in the event of Mr. Kreiz’s termination of
employment for any reason other than in connection with (i) his death or disability, (ii) a
qualifying termination
of employment that
occurs during the final three years of the five-year performance measurement period, or (iii) a qualifying termination following a
change of control. Mr. Kreiz will need to remain employed by the Company through the settlement date following the end of the
five-year performance measurement period to receive any benefit under the Retention Performance Grant as discussed on page
73
, and further described in the Form 8-K filed on September 13, 2024.
Stockholder Input and 2024 “Say-on-Pay” Advisory Vote
As part of its annual compensation review process, the Compensation Committee carefully considers both the input received from
stockholders on our executive compensation programs through our ongoing and active stockholder engagement program and the
results of our annual “Say-on-Pay” vote. Our most recent “Say-on-Pay” proposal received the support of over 98% of the votes
cast.
During this year’s annual stockholder engagement program, the Committee sought to understand stockholder perspectives on the
Retention Performance Grant to Mr. Kreiz, as well as our annual compensation program and other topics of interest. As such,
following the Compensation Committee’s granting of the award in September 2024, we reached out to top stockholders
representing 71% of shares outstanding and the proxy advisors to request engagement. Mr. Lynch, Mattel’s Independent Lead
Director and member of the Compensation Committee, met with each investor who accepted the invitation to engage, representing
56% of shares outstanding, as well as
Institutional Shareholder Services
and Glass Lewis.
During these engagements, investors and proxy advisors expressed interest in hearing the Compensation Committee’s
considerations behind the Retention Performance Grant, and generally expressed understanding of the Compensation
Committee’s rationale to incentivize retention and drive significant Company stock price performance and market outperformance.
Investors also noted appreciation for the long-term performance structure and rigorous stock price hurdles of the grant. Investors
encouraged robust disclosure in this year’s proxy statement of the Compensation Committee’s decision-making process and
rationale for granting the one-time Retention Performance Grant.
In addition, stockholders expressed their general support for the current design and structure of our annual executive
compensation programs. We believe our stockholders’ support for Mattel’s executive compensation programs reflects our
continued focus on closely aligning pay with performance and maintaining compensation governance best practices. Going
forward, the Compensation Committee will continue to prioritize input from our stockholders when considering potential refinements
to Mattel’s executive compensation programs. For more information on Mattel’s ongoing and active stockholder engagement
program, see “Proxy Summary – Ongoing Stockholder Engagement Program” above.
|
54
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Mattel, Inc.
|
|
|
Compensation at Mattel
|
2024
Pay Outcomes Reflect Our Pay-For-Performance Philosophy
MIP
2024 MIP earnout reflects successful execution of financial and operating plan that significantly exceeded our
profitability and operational targets.
Outcomes of our compensation programs in 2024 reflect the successful execution of our financial and operating plan. Our
priorities for the year were to grow profitability, expand gross margin, and generate strong
free cash flow,
1
and we achieved all
three objectives.
We significantly exceeded our MIP-Adjusted EBITDA Less Capital Charge* target, driven by cost savings, lower inventory
management costs, supply chain efficiencies, and foreign currency exchange favorability and other factors, which more than offset
the prior year benefit associated with the Barbie movie. We also significantly exceeded our MIP-Adjusted Gross Margin* target,
driven by the same factors. MIP-Adjusted Net Sales* performance was slightly below target.
For our NEOs, the 177.1% Company financial performance earnout under the MIP was based on maximum achievement against
the goals for MIP-Adjusted EBITDA Less Capital Charge and MIP-Adjusted Gross Margin. MIP-Adjusted Net Sales was slightly
below target. The Company financial performance earnout was then adjusted by a multiplier (“Individual Performance Multiplier”) of
0% to 125% based on our CEO’s assessment of each executive’s performance, and the Compensation Committee’s assessment
of our CEO’s performance, against pre-established individual goals linked to the execution of our strategy. For 2024, the Individual
Performance Multiplier for our CEO was
110% and for our other NEOs ranged from 100% to 125%
. Please see “2024 Individual
|
Company Financial Performance Earnout of 2024 MIP Target Opportunity:
177.1%
|
LTIP
2022-2024 LTIP earnout reflects below-target
Adjusted Free Cash Flow* generation and below-threshold
relative TSR over the three-year performance period
.
We achieved three-year cumulative Adjusted Free Cash Flow* of $1,617 million,
below
the target goal of $1,811 million and
resulting in a below-target financial performance earnout of 69%
,
due to below-target Adjusted Free Cash Flow performance in
2022, partially offset by stronger performance in 2023 and 2024
.
Our relative TSR over the three-year performance period was at
the 20th percentile of the S&P 500 constituents, resulting in a relative TSR multiplier of 67%, and a total
payout
of 46% of target
Performance Units granted.
|
Payout of 2022-2024 LTIP Target Performance Units:
46%
|
*
MIP-Adjusted EBITDA Less Capital Charge, MIP-Adjusted Gross Margin, MIP-Adjusted Net Sales, and Adjusted Free Cash Flow are non-GAAP measures under the SEC’s rules. These
measures are an integral part of the pre-established plan parameters for the MIP and LTIP, which were approved by the Compensation Committee and are intended to ensure that events
outside the control of management do not unduly influence the achievement of the performance measures, and that employees are not penalized or benefited by the impact of unusual items
that are unforeseeable or unquantifiable at the time the respective plan parameters are set
, while also aligning them with stockholders’ interests.
Please see “Management Incentive Non-GAAP
Financial Measures” on page
95
for definitions of these measures and a description of the adjustments under the MIP and LTIP.
(1) Free cash flow is a non-GAAP measure under the SEC’s rules. Please see “Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations” on page
94
.
|
2025 Proxy Statement
|
55
|
Elements of Compensation
Base Salary
The base salary component of our annual executive compensation provides fixed cash compensation based on individual role, skill
set, market data, performance, criticality to the Company, and internal pay parity.
2024
Pay Decisions
The Compensation Committee approved an annual base salary increase of 6.7% to $1,600,000 for Mr. Kreiz, in recognition of his
outstanding performance and the criticality and impact of his role as CEO, supported by competitive market practices based on
data provided by FW Cook and our pay-for-performance philosophy. The base salaries of all other NEOs remained unchanged for
2024. The Compensation Committee made this determination based on a review of competitive market practices data provided by
FW Cook.
Annual Cash Incentive (MIP)
Our annual cash incentive plan, the MIP, provides our NEOs and over
8,000
other global employees with the opportunity to earn
annual cash incentive compensation based on the achievement of the Company’s short-term strategic and financial objectives, as
well as individual goals, that are intended to drive long-term stockholder value creation
over time
. A comprehensive performance
assessment against the pre-established individual goals for each of our NEOs differentiates performance and encourages
accountability by linking pay to the execution of our strategy not otherwise rewarded or incentivized in the MIP financial measures.
These goals also are linked to our objective to amplify our culture and purpose through responsible leadership, aligned with our
strategy.
The guiding principles of the MIP include:
•
Linking pay to financial and individual performance, resulting in a meaningful portion of compensation at-risk based on financial
and individual success
•
Incentivizing and motivating employees to achieve our short-term strategic and financial objectives on an annual basis, which we
believe over time will drive long-term stockholder value creation
•
Providing a competitive target annual cash incentive opportunity to attract and retain key talent
•
Promoting team orientation by encouraging collaboration across the organization to achieve Company-wide objectives
•
Providing appropriate payout levels for threshold to maximum performance
2024 MIP Payout
Formula
|
Target
Opportunity ($)
|
x
|
Financial
Performance Earnout (%)
|
x
|
Individual
Performance
Multiplier (%)
|
=
|
MIP Payout ($)*
|
*
NEOs’ payouts could not exceed 200% of MIP target opportunity and were subject to a profitability-based funding requirement based on achievement of the MIP-Adjusted EBITDA component of
MIP-Adjusted EBITDA Less Capital Charge. MIP-Adjusted EBITDA threshold performance of $870 million was required to trigger funding of the MIP, which was achieved.
2024
MIP Target Opportunity
The Compensation Committee conducted a robust analysis of competitive market practices alongside its independent
compensation consultant, FW Cook, taking into consideration the criticality and impact of Mr. Totzke’s role as President and Chief
Commercial Officer, supported by competitive market practices based on data provided by FW Cook and our pay-for-performance
philosophy, and determined to increase his MIP target opportunity from 80% to 90% of base salary in 2024. There were no
changes to 2024 MIP target opportunities for our other NEOs.
|
Name and Position
|
2024 MIP Target Opportunity
as a % of Base Salary
|
|
Ynon Kreiz,
Chairman and Chief Executive Officer
|
200
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
100
|
|
Steve Totzke,
President and Chief Commercial Officer
|
90
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
70
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
70
|
|
56
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
2024 MIP Financial Performance Measures & Weightings
To align with our strategic priorities, the Compensation Committee approved an annual cash incentive design under the MIP with
the following performance measures and weightings:
|
Why This Measure Was Chosen
|
|
|
65% MIP-Adjusted EBITDA Less Capital Charge
Directly linked to our strategic priority of continuing to improve profitability
|
|
20% MIP-Adjusted Net Sales
Directly linked to our focus on topline performance
|
|
|
15% MIP-Adjusted Gross Margin
Balances our approach to profitable growth, aligning with our cost
savings programs
|
The amount that could be earned under each financial measure was 35% of target for threshold performance, 100% for target
performance, and 200% of target for maximum performance, with linear interpolation between such performance levels, however,
no amount could be earned under any individual financial measure if we failed to achieve threshold performance for such measure.
In addition, no amount could be earned under the MIP unless Mattel achieved MIP-Adjusted EBITDA threshold performance of
$870 million, which was achieved.
2024
MIP Financial Performance Goals and Results
The Compensation Committee set the Company’s 2024 financial measure performance goals and performance bands (range of
threshold and maximum goals from target) as follows:
•
The 2024 MIP-Adjusted
EBITDA
Less Capital Charge target goal was set at $677 million
($30 million higher than the 2023 result
of $647 million)
, with a performance band range of +/- $
120
million
•
The 2024 MIP-Adjusted Net Sales target goal was set at $5,487 million
($
115
million higher than the 2023 result of $5,372
million), with a performance band range of +/- 5%
•
The 2024 MIP-Adjusted Gross Margin target goal was set at 48.6% (120 basis points higher than the 2023 result of 47.4%), with
a performance band range of +/- 125bps
In setting the above goals
, the Compensation Committee focused on establishing financial performance targets under the MIP that
would be challenging but achievable under then-current economic assumptions and conditions.
Specifically, the Compensation
Committee was intentional in the use of adjusted financial measures to exclude stock-based compensation from the metric
calculations
, to accurately measure management’s actions to drive growth. We believe this adjustment is appropriate and
generally understood by our stockholders as helping to present the most accurate illustration of Mattel’s underlying operating and
financial performance.
|
2025 Proxy Statement
|
57
|
The following
table
sets forth the pre-established threshold, target, and maximum performance goals and weightings, and the
performance results, for the 2024 MIP financial measures:
|
Financial Measure
|
Weighting
|
Threshold
(35% earned)
|
Target
(100% earned)
|
Maximum
(200% earned)
|
% Earned
before
weighting
|
% Earned
after
weighting
|
|
MIP-Adjusted EBITDA
Less Capital Charge*
|
65%
|
|
200%
|
130.0%
|
||
|
MIP-Adjusted
Net Sales*
|
20%
|
|
85%
|
17.1%
|
||
|
MIP-Adjusted
Gross Margin*
|
15%
|
|
200%
|
30.0%
|
||
|
Total Earnout
|
177.1%
|
|||||
($ in millions)
*
The table above reflects Mattel’s 2024 performance with respect to MIP-Adjusted EBITDA Less Capital Charge, MIP-Adjusted Net Sales, and MIP-Adjusted Gross
Margin, which are non-GAAP measures under the SEC’s rules. These measures are an integral part of the pre-established plan parameters for the MIP, which were
approved by the Compensation Committee and are intended to ensure that events outside the control of management do not unduly influence the achievement of the
performance measures, and that employees are not penalized or benefited by the impact of unusual items that are unforeseeable or unquantifiable at the time the
plan parameters are set, while also aligning them with stockholders’ interests. Please see “Management Incentive Non-GAAP Financial Measures” on page
95
for
definitions of these measures and a description of the adjustments under the MIP.
2024 Individual Performance
Assessments
For each of our NEOs, the Company financial performance earnout under the MIP was then adjusted by an Individual Performance
Multiplier of 0% to 125%:
•
0% earned for Missed Expectations rating
•
90% earned for Approached Expectations rating
•
100% earned for Accomplished Expectations rating
•
110% earned for Above Expectations rating
•
125% earned for Exceeded Expectations rating
In no event, however, could an NEO’s payout exceed 200% of target MIP opportunity.
As in prior years, the Compensation Committee utilized pre-established individual goals in order to ensure a comprehensive
performance assessment of our NEOs, differentiate individual performance, and encourage accountability. The individual goals
included key actions linked to the execution of our strategy not otherwise rewarded or incentivized in the MIP financial measures.
In addition, the Compensation Committee measured NEO performance against individual goals linked to our objective to amplify
our culture and purpose through responsible leadership, aligned with our strategy.
In an executive session, without the presence of our CEO, Mr. Kreiz, or management, the Compensation Committee evaluated
Mr. Kreiz’s 2024 performance and, with input from FW Cook, our independent compensation consultant, determined his
performance rating and associated Individual Performance Multiplier. The Committee took into consideration, among other key
results, Mr. Kreiz’s leadership in:
•
achieving Mattel’s key priorities to grow profitability, expand gross margin, and generate strong free cash flow;
1
•
achieving $83 million of Optimizing for Profitable Growth cost savings in 2024, out of $200 million target by end of 2026;
•
successfully relaunching catalog IP, strengthening relationships with major entertainment partners and key retailers, and
creating new, innovative, and inspiring product lines
;
•
making significant progress in scaling our portfolio, optimizing operations, evolving demand creation, and strengthening
franchise brands;
(1) Free cash flow is a non-GAAP measure under the SEC’s rules. Please see “Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations” on page
94
.
|
58
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
•
continuing to advance our entertainment strategy, across film, TV, digital, entertainment, and publishing; and
•
executing over $400 million in share repurchases and ending the year with $1.4 billion in cash
.
Our CEO performed an assessment of each NEO’s 2024 performance against their individual goals. He presented his
assessments and recommendations regarding performance ratings and associated Individual Performance Multipliers to the
Compensation Committee, who concurred with the CEO’s assessments and recommendations, taking into consideration, among
other key results, the following accomplishments for each NEO:
•
Mr. DiSilvestro’s leadership in achieving sustained improvement in profitability; generating significant free cash flow; executing
the Optimizing for Profitable Growth savings program; implementing key business structure transformation plans; and continuing
to advance key finance organization initiatives.
•
Mr. Totzke’s leadership in growing market share in our three leader categories, Dolls, Vehicles, and Infant, Toddler, and
Preschool, as well as in Building Sets; strengthening our relationships with licensing partners; expanding our internal marketing
capabilities to evolve demand creation and customer engagement; and advancing our direct-to-consumer capabilities
.
•
Mr. Anschell’s leadership in providing expert counsel and strategic guidance to the Board and management on a variety of key
commercial, litigation, and regulatory matters; optimizing and enhancing in-house capabilities for key legal functions; and
devising and implementing solutions to support the expansion of our direct-to-consumer capabilities
.
•
Mr. Isaias’ leadership in driving supply chain productivity and operational efficiency to support business growth; maintaining
consistent and strong retail partner service levels; achieving a high match rate of supply to demand; increasing item productivity;
and optimizing and diversifying our manufacturing footprint, resulting in significant cost savings
.
The following table summarizes the resulting cash incentive earnouts expressed as a percentage of target MIP opportunity, and the
payouts under the MIP:
|
Name and Position
|
Financial
Performance
Earnout
(%)
|
Individual
Performance
Multiplier
(%)
|
Total % of
Target MIP
Opportunity
Earned
(%)
|
MIP
Payout
($)
|
|
Ynon Kreiz,
Chairman and Chief Executive Officer
|
177.1
|
110
|
194.8
|
6,233,920
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
177.1
|
100
|
177.1
|
1,593,900
|
|
Steve Totzke,
President and Chief Commercial Officer
|
177.1
|
100
|
177.1
|
1,275,120
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
177.1
|
100
|
177.1
|
929,775
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
177.1
|
125
|
200.0
|
980,000
|
Stock-Based Long-Term Incentives (LTIs)
Our LTIs are stock-based and aimed at focusing our senior executives on achieving our key long-term financial objectives, while
rewarding relative growth in stockholder value that is sustained over several years. We believe our stock-based LTIs align our
senior executives’ interests with stockholders’ interests, emphasize long-term stockholder value creation, and provide important
retention value.
Our 2024 portfolio approach to LTIs was comprised of two components:
|
Performance Units
Performance Units are granted under our LTIP
and earned based on the Company’s performance
against a three-year financial performance measure,
cumulative Adjusted Free Cash Flow, modified by our
relative TSR over the three-year performance period, and
subject to continued service through the vesting date
after the three-year period.
|
RSUs
RSUs assist in meeting stock ownership requirements and
serve as a stockholder-aligned retention tool. Our RSUs vest in
installments on each of the first three anniversaries of the grant
date, subject to continued service through such date. We do
not provide dividend equivalents on these RSUs.
|
2024 LTI Mix
To emphasize pay-for-performance alignment and incentivize long-term stockholder value creation, the Compensation Committee
determined in April 2024 to provide our CEO with an LTI mix
that is primarily
performance-based and at-risk with
75% Performance
Units and 25% RSUs
. The Compensation Committee also determined that the 2024 LTI mix for each other senior executive would
be composed of 50% Performance Units and 50% RSUs.
|
2025 Proxy Statement
|
59
|
2024
LTI Values
2024 LTI values reflect changes over 2023 as a result of the Compensation Committee’s
robust
analysis of competitive market
practices alongside its independent compensation consultant, FW Cook, taking into consideration competitive market practices
based on data provided by FW Cook and our pay-for-performance philosophy.
Annual stock awards were granted to the NEOs (and other grant-eligible employees) on April 25, 2024. This grant date aligns with
the timing of our LTIP goal setting, while also ensuring that the grant occurs during an open trading window under Mattel’s Insider
Trading Policy.
The following
table
summarizes the 2024 LTI values set and granted by the Compensation Committee and reflects the allocation of
Performance Units granted under the 2024-2026 LTIP and RSU grants:
|
Name and Position
|
2024-2026
Performance Units*
($)
|
2024
RSUs
($)
|
2024 Total
LTI Value
($)
|
|
Ynon Kreiz,
Chairman and Chief Executive Officer
|
7,950,000
|
2,650,000
|
10,600,000
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
1,250,000
|
1,250,000
|
2,500,000
|
|
Steve Totzke,
President and Chief Commercial Officer
|
1,125,000
|
1,125,000
|
2,250,000
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
700,000
|
700,000
|
1,400,000
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
750,000
|
750,000
|
1,500,000
|
Long-Term Incentive Program (LTIP)
In March 2024, the Compensation Committee approved the design of the 2024-2026 LTIP consistent with prior LTIP cycles,
employing three-year cumulative Adjusted Free Cash Flow as the financial measure and a three-year relative TSR multiplier.
LTIP Payout
Formula
|
Target Performance
Units Granted (#)
|
×
|
Three-Year
Cumulative
Adjusted Free Cash
Flow
Performance
Earnout (%)
|
×
|
Three-Year Relative
TSR
Performance
Multiplier (%)
|
=
|
LTIP Payout (#)
|
The earnout percentage resulting from the three-year cumulative Adjusted Free Cash Flow performance measure is 37% for
threshold performance, 100% for target performance, and 150% for maximum performance, with linear interpolation between such
performance levels. No amount can be earned under the LTIP for below threshold performance for the Adjusted Free Cash Flow
measure. The Adjusted Free Cash Flow earnout percentage is then adjusted based on our three-year relative TSR performance
versus the S&P 500 constituents, with a multiplier ranging from 67% for performance at or below the 25th percentile to 133% for
performance at or above the 75th percentile, and linear interpolation between such performance levels. The relative TSR
performance measure continues to provide a balance between absolute and relative performance measures in the LTIP. No
amount can be earned above 200% of target Performance Units granted, consistent with the MIP, and the minimum amount that
can be earned based on threshold performance is 25% of target Performance Units granted (unless threshold performance for the
Adjusted Free Cash Flow measure is not achieved, in which case no amount can be earned).
The outstanding Performance Units have dividend equivalent rights that are converted to shares of Mattel common stock only
when and to the extent the underlying Performance Units are earned and paid. Dividend equivalents are accumulated in shares of
stock attributed to each Performance Unit based upon the number of shares earned, assuming each dividend is reinvested in
shares at the closing stock price on the ex-dividend date and participate in future dividend distributions for all dividends during the
three-year performance period.
2022-2024 LTIP
Financial Performance Goals and Results
We achieved three-year cumulative Adjusted Free Cash Flow of $1,617 million, below the target goal of $1,811 million and
resulting in a below-target financial performance earnout of 69% for the three-year performance period ended December 31, 2024,
due to below-target Adjusted Free Cash Flow performance in 2022, partially offset by stronger performance in 2023 and 2024. As
of the end of the performance period, our relative TSR was at the 20th percentile of the S&P 500 constituents, resulting in a relative
TSR multiplier of 67%, and a total payout of 46% of target Performance Units granted.
|
60
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
|
Financial Measure
|
Threshold
(37% Earned)
|
Target
(100% Earned)
|
Maximum
(150% Earned)
|
% Earned
|
||
|
Three-Year Cumulative
Adjusted Free Cash Flow*
|
|
69%
|
||||
|
($ in millions)
|
||||||
|
Effect of Relative TSR Multiplier
|
||||
|
Mattel TSR Relative to S&P 500
|
≤25
th
|
50
th
|
≥75
th
|
20
th
|
|
TSR Multiplier
|
67%
|
100%
|
133%
|
67%
|
|
Total Payout
|
46%
|
|||
*
Adjusted Free Cash Flow is a non-GAAP measure under the SEC’s rules. This measure is an integral part of the pre-established plan parameters for the LTIP, which were approved by the
Compensation Committee and are intended to ensure that events outside the control of management do not unduly influence the achievement of the performance measure, and that
employees are not penalized or benefited by the impact of unusual items that are unforeseeable or unquantifiable at the time the plan parameters are set, while also aligning with stockholders’
interests. Please see “
Management Incentive Non-GAAP Financial Measures
” on page
95
for a description of the adjustments under the LTIP.
The Compensation Committee approved financial performance goals for the 2022-2024 LTIP that were expected to be challenging,
but achievable, at the time of grant and required meaningful
free cash flow
1
growth over the three-year performance period.
The following table summarizes the 2022-2024 LTIP
payout
:
|
Name
|
Target Performance
Units Granted
|
LTIP Payout
(Shares Earned)
|
|
Ynon Kreiz,
Chairman and Chief Executive Officer
|
270,782
|
124,560
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
44,030
|
20,254
|
|
Steve Totzke,
President and Chief Commercial Officer
|
35,224
|
16,203
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
22,895
|
10,532
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
21,134
|
9,722
|
(1)
Free cash flow is a non-GAAP measure under the SEC’s rules. Please see “Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations” on page
94
.
Other Forms of Compensation
Perquisites and Other Personal Benefits
We offer the following perquisites to our NEOs to attract and retain key executive talent:
•
Car Allowance
– We provide a monthly car allowance to allow our senior executives to fulfill their job responsibilities that involve
travel to the offices of customers and business partners. The monthly amount of the allowance is a set amount based on the
executive’s job level. We provide the use of a Company car instead of a car allowance to our CEO.
•
Financial Counseling and Tax Return Services
–
We provide to our CEO and CFO an annual reimbursement of up to $10,000 for
financial counseling and tax return preparation services through a company of the executive’s choice. We believe that providing
these services gives our most senior executives a bette
r understanding of their compensation and benefits, allowing them to
focus their attention on Mattel’s future success.
•
Executive Physical
– We provide our senior executives with comprehensive executive physical examinations and diagnostic
services, which we believe help ensure the health of our executives and provide a retention tool at a reasonable cost to Mattel.
•
Relocation Assistance
– We provide relocation assistance to newly hired and current senior executives who must relocate to
accept our job offer or a new role within Mattel. Such relocation assistance is generally pursuant to Mattel’s relocation program,
which is designed to cover the costs directly resulting from the Company-requested relocation, including travel, shipment of
household goods, two months of temporary housing, and direct reimbursement of certain costs, up to a maximum, on the sale of
the executive’s home. On limited occasions, in order to recruit new hires or promote or transfer into new positions, we will
provide additional, special relocation payments. None of our NEOs received relocation assistance in 2024.
The executives are required to repay all or a portion of the relocation program benefits and payments if they resign or their
employment is terminated for cause within one year or two years of the relocation date, respectively. Our relocation program and
special relocation payments benefit Mattel, are business-related, and are primarily intended to eliminate or lessen the expenses
that the executive incurs as a result of the Company’s request to relocate. These benefits are important tools for us to recruit and
retain key management talent and allocate our talent as best fits Mattel’s needs.
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61
|
Retirement Plans
Our NEOs participate in the same broad-based benefit plans as our other U.S. employees. In addition, we provide our NEOs
certain executive benefits to promote tax efficiency or to replace benefit opportunities that are not available to executives because
of regulatory limits. This includes the Mattel, Inc. Deferred Compensation and PIP Excess Plan (“DCP”), our non-qualified deferred
compensation plan, which generally provides our U.S.-based executives with a mechanism to defer compensation in excess of the
amounts that are permitted to be deferred under the 401(k) Plan. Together, the 401(k) Plan and the DCP allow participants to set
aside amounts as tax-deferred savings for their retirement. Similar to the 401(k) Plan, the DCP provides for Company automatic
and matching contributions, both of which are at the same levels as the Company contributions in the 401(k) Plan. The
Compensation Committee believes the opportunity to defer compensation under the DCP is a competitive benefit that enhances
our ability to attract and retain talented executives while strengthening plan participants’ long-term commitment to Mattel. The
return on the deferred amounts is linked to the performance of market-based investment choices made available in the DCP.
No Poor Pay Practice Tax Gross-Ups on Perquisites and Benefits
Mattel generally does not provide tax gross-up payments to our senior executives in connection with perquisites and benefits.
Mattel, however, does provide to senior executives and other employees tax gross-up payments for relocation assistance costs
under our relocation program, and any related international tax compliance and tax equalization costs and payments, because
such expenses are incurred as a result of the Company’s request to relocate.
Severance and Change-of-Control Benefits
|
Severance Plan reflects the following best practice provisions:
•
Double-trigger
cash severance and stock grant acceleration that requires both a change of control and a qualifying
termination of employment
•
Severance benefits
set at competitive levels not greater than 2x the sum of annual base salary and annual bonus
•
No excise tax gross-ups
|
We maintain the Mattel, Inc. Amended and Restated Executive Severance Plan B (the “A&R Severance Plan”) pursuant to which
our NEOs are eligible to receive severance payments and benefits in the event of certain qualifying terminations of employment.
The Compensation Committee adopted the A&R Severance Plan to provide for uniform and consistent severance treatment for our
eligible executives, with the level of benefits under the A&R Severance Plan determined based on the eligible executive’s
designated tier.
The Compensation Committee believes that the benefits provided under the A&R Severance Plan are reflective of
current compensation market practices for our peer group, and are key to our ability to recruit, retain, and develop key, high-quality
management talent in a competitive market because such benefits provide reasonable protection to the executive in the event he
or she is not retained under specific circumstances.
We do not pay any excise tax gross-up payments under our A&R
Severance Plan.
More details regarding our A&R Severance Plan are provided below under “Potential Payments Upon Termination or Change of
|
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Mattel, Inc.
|
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|
Compensation at Mattel
|
How Compensation is Determined
Roles and Expert Independent Advice
Independent Compensation Committee
Our executive compensation programs are designed and administered under the direction and control of the Compensation
Committee. The Compensation Committee is comprised solely of independent directors, who review and approve our overall
executive compensation plans, programs, and practices, and set the compensation of our EVPs and above, and other Section
16 officers.
Independent Compensation Consultant
The Compensation Committee has the authority to retain independent legal or other advisors, to the extent it deems necessary or
appropriate, and has retained FW Cook as its independent compensation consultant since August 2007 to provide the Committee
with advice and guidance on the design of our executive compensation levels, plans, programs, and practices. FW Cook has not
performed and does not currently provide any services to management or Mattel. Each year the Compensation Committee reviews
the independence of the compensation consultant and other advisors who provide advice to the Compensation Committee,
employing the independence factors specified in the Nasdaq listing standards. The Compensation Committee has determined that
FW Cook is independent within the meaning of the Compensation Committee’s charter and the Nasdaq listing standards, and the
work of FW Cook for the Compensation Committee has not raised any conflicts of interest. FW Cook attends Compensation
Committee meetings when invited and meets with the Compensation Committee without management. FW Cook provides the
Compensation Committee with third-party data and analysis as well as advice and expertise on competitive compensation
practices and trends, executive compensation plan and program designs, and proposed executive and non-employee director
compensation levels. FW Cook reports directly to the Compensation Committee and, as directed by the Compensation Committee,
works with management and the Chair of the Compensation Committee. In 2024, FW Cook assisted the Compensation Committee
on the following matters:
•
Analyze and advise on:
◦
The base salaries, annual cash ince
ntives, annual LTIs, TDC
, and all other compensation for EVPs and above as compared
to the market and compensation of their counterparts in our peer group
◦
Our MIP and LTI designs, provisions, and practices
◦
The compensation of the Board as compared to the board compensation at our peer group companies
•
Review and advise on the composition of our peer group
•
Assess whether our compensation plans, policies, and programs present potential material risk to the Company
•
Review and advise on our Clawback Policy, A&R Severance Plan, and Amended 2010 Plan
•
Review and advise on our 2024 Proxy Statement
•
Provide executive compensation regulatory and legislative updates
•
Advise with respect to proxy advisory firms’ voting policies and market trends
•
Review and advise on the CEO Retention Performance Grant
CEO and the People and Culture
Function
While the Compensation Committee has overall responsibility for establishing the elements, levels, and administration of our
executive compensation programs, our CEO and members of our
People and Culture
function (formerly referred to as Human
Resources) routinely participate in this process. Our CEO makes recommendations to the Compensation Committee for EVPs and
above regarding base salary, annual cash incentives, and annual LTIs, which are driven primarily by his evaluation of impact and
criticality of role, individual experience and performance, market data provided by FW Cook, and internal pay parity. When
appropriate, the Compensation Committee meets in executive session without management, including when CEO compensation is
being approved. The Compensation Committee also reports and, as appropriate, makes recommendations to the Board regarding
our executive compensation programs and practices, and informs the Board of its decisions regarding compensation for EVPs and
above, and other Section 16 officers.
Reviews and Process
Market Competitiveness and Peer Group Review
The Compensation Committee annually evaluates the overall competitiveness of annual target TDC for EVPs and above,
comprised of annual base salary, annual cash target incentive opportunity, and annual LTIs, as well as the composition of our peer
group. The Compensation Committee remains focused on promoting pay and performance alignment, which incentivizes actions
that support our strategic priorities and drive long-term stockholder value.
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2025 Proxy Statement
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63
|
Every year, FW Cook evaluates annual target TDC of EVPs and above as compared to the annual target TDC of similarly-situated
senior executives in our peer group, based on information from their most recent SEC filings and, if applicable, custom selections
of certain appropriate market surveys. FW Cook’s report includes the base salaries, annual cash target incentives, annual LTIs,
and target TDC, as well as short- and long-term incentive program design and aggregate LTI grant practices, in our peer group and
custom surveys, where available.
The Compensation Committee, in conjunction with FW Cook, reviews the makeup of our peer group annually and makes
adjustments as it deems appropriate. Our peer group companies are intended to be similar to us in their orientation, business
model, cost structure, size (as measured by revenue, net income growth, number of employees, and market capitalization), and
global reach, and are considered to compete with us for executive talent or investor capital. The Compensation Committee believes
it is appropriate to utilize a more
diverse
peer group beyond toy companies, as there are not enough publicly-reporting toy
companies that are comparable to us in size. In addition, the Compensation Committee considers whether the companies in our
peer group have similar pay models and reasonable compensation practices, as well as whether the companies are listed as peers
of our peer group companies or in peer groups used for us by proxy advisory firms. Our peer group is used to evaluate the market
competitiveness of our compensation but is not used for financial performance goal comparisons under our incentive plans.
When setting target amounts for CEO compensation, the Compensation Committee takes into consideration the Company’s global
compensation framework, which incorporates market-competitive compensation programs and pay ranges based on an objective
set of factors, such as local market demand for each position and years of experience for all Company employees. Global pay
parity is a key component of our ongoing total pay approach so that pay decisions are applied consistently and in line with our
pay-for-performance philosophy, designed to drive results, and reward individual and Company achievements, while maintaining a
competitive pay position. We remain committed to maintaining pay parity for all employees performing similar work globally.
Peer Group Composition
Our peer group for 2024 target TDC decisions remained unchanged as compared to the prior year and was comprised of the
following 19 companies:
•
The
Campbell
’s Company (formerly
Campbell Soup Company)
•
Church & Dwight Co., Inc.
•
The Clorox Company
•
Electronic Arts Inc.
•
Hanesbrands Inc.
•
Hasbro, Inc.
•
iHeartMedia, Inc.
•
The J.M. Smucker Company
•
Lions Gate Entertainment Corp.
•
Live Nation Entertainment, Inc.
•
Newell Brands Inc.
•
Paramount Global (formerly
ViacomCBS)
•
PVH Corp.
•
Ralph Lauren Corporation
•
Spectrum Brands, Inc.
•
Spin Master Corp.
•
Take-Two Interactive Software, Inc.
•
Tapestry, Inc. (formerly Coach, Inc.)
•
Warner Music Group Corp.
As of September 2023, when the relevant peer group was approved, Mattel’s revenue was at the 24th percentile of the peer group
and our 8-quarter average market capitalization was at the 35th percentile of the peer group.
|
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Mattel, Inc.
|
|
|
Compensation at Mattel
|
Important Policies, Governance, and Guidelines
Stock Ownership Guidelines
We have stock ownership guidelines for our NEOs and other executives at the level of EVP and above. Under our current stock
ownership guidelines, the targeted stock ownership is established as shares of Mattel common stock with a value equal to a
multiple of base salary, as set forth below for each NEO.
|
Name and Position
|
Salary Multiple
|
Deadline
|
|
Ynon Kreiz,
Chairman and Chief Executive Officer
|
6x
|
4/30/2023
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
4x
|
6/30/2025
|
|
Steve Totzke,
President and Chief Commercial Officer
|
3x
|
1/31/2024
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
3x
|
1/31/2026
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
3x
|
2/29/2024
|
Generally, executives have five years from the date of promotion or hire to meet the guidelines. For this purpose, Mattel common
stock holdings are valued at the greater of acquisition value or current market value. If the targeted ownership levels are not met
within the compliance deadline, the executives are required to retain 100% of after-tax shares acquired from stock grants until the
guidelines are met. Based on input from FW Cook, the Compensation Committee believes that our stock ownership guidelines
align with best practices. All of our NEOs are in compliance with the guidelines either because they have attained the targeted
ownership level or are still within their compliance period.
Shares counted toward the guidelines include shares of Mattel common stock directly owned, beneficially owned, or held in the
Mattel Stock Fund of the 401(k) Plan, and phantom shares of Mattel common stock held in the Mattel Stock Fund of the DCP.
Shares subject to vested or unvested unexercised stock options, or unvested and/or unearned stock grants do not count toward
the guidelines.
Compensation Risk Review
At the request of the Compensation Committee, FW Cook annually conducts a detailed compensation risk assessment of our
executive compensation plans, policies, and programs (our “Compensation Programs”) to confirm that they do not encourage
excessive risk taking. FW Cook employed a framework to assist the Compensation Committee in ascertaining any potential
material adverse risks and how they may link with our Compensation Programs. The results of FW Cook’s assessment
were
presented to our Compensation Committee in September 2024. FW Cook advised the Compensation Committee that our
Compensation Programs did not present any risks that are reasonably likely to have a material adverse effect on Mattel. As part of
its review and assessment, our Compensation Committee also considered the following characteristics of our Compensation
Programs, among others, that discourage excessive or unnecessary risk taking:
•
Our Compensation Programs appropriately balance short- and long-term incentives and fixed and variable pay.
•
LTIs provide a portfolio approach using Performance Units and RSUs.
•
Under our MIP, we use performance measures from the income statement and balance sheet that are defined at the beginning
of the performance period, with specific adjustments addressed in detail. In addition, performance against individualized
strategic goals is taken into account.
•
Our Compensation Committee may apply negative discretion in determining annual cash incentives earned under our MIP.
•
Cash and shares earned under our MIP and LTIP, respectively, are capped.
•
An established performance evaluation approach based on quantitative and qualitative performance is used on a Company-
wide basis.
•
We have market competitive stock ownership guidelines for our most senior executives, which are reviewed annually by our
Compensation Committee for individual compliance.
•
We have a Clawback Policy, Insider Trading Policy, and formal stock grant process in place.
Based on this assessment, the Compensation Committee believes that our Compensation Programs do not present any risk that is
reasonably likely to have a material adverse effect on the Company.
Insider Trading Policy
We have adopted an
Insider Trading Policy
governing the purchase, sale, and/or other disposition of securities by our directors,
officers, employees, and other covered persons. We believe this policy and the procedures that Mattel follows are reasonably
designed to promote compliance with insider trading laws, rules, and regulations, as well as the exchange listing standards
applicable to us. A copy of Mattel’s Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2024.
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65
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No Hedging or Pledging Permitted
Mattel’s Insider Trading Policy prohibits Board members, officers, and employees from (i) engaging in hedging, monetization, or
speculative transactions in Mattel common stock (including zero-cost collars, forward sale contracts, short sales, transactions in
publicly-traded options and other derivative securities), and (ii) holding Mattel shares in a margin account, pledging Mattel shares,
or using Mattel shares as collateral for loans.
Recoupment of Compensation
Our Clawback Policy provides for forfeiture or reimbursement of certain cash and stock incentive compensation that was paid,
granted, or vested based on financial results that, when recalculated to include the impact of a material financial restatement, were
not achieved. The Clawback Policy applies to all current and former Section 16 officers and other officers at the level of EVP and
above, and covers incentive compensation (cash and stock) paid, granted, vested, or earned based wholly or in part upon the
achievement of a financial reporting measure and was received (i.e., when the applicable financial reporting was attained) during
the three completed fiscal years preceding the material financial restatement. The amount of incentive compensation to be
recovered will be the amount that exceeds the amount that otherwise would have been received had it been determined based
upon the financial restatement.
In addition, our Amended 2010 Plan provides that, subject to certain limitations, Mattel may terminate outstanding grants, rescind
exercises, payments, or deliveries of shares pursuant to grants, and/or recapture proceeds of a participant’s sale of shares of
Mattel common stock delivered pursuant to grants if the participant violates specified confidentiality and IP requirements or
engages in certain activities against the interest of Mattel or any of its subsidiaries and affiliates. These provisions apply only to
grants made to participants for services as employees, and they do not apply to participants following any severance that occurs
within 24 months after a change of control.
Stock Grant Process
The Compensation Committee has adopted the following stock grant process:
•
Annual Stock Grants
– The Compensation Committee approves annual stock grants to EVPs and above and other Section 16
officers, and the Stock Grant Committee (the “SGC”) approves annual stock grants to Senior Vice Presidents (“SVPs”) and
below, other than Section 16 officers. Specific recommendations regarding the aggregate annual stock grant pool to be
allocated to employees, the value and mix of grant types to be granted to employees per job level, as well as the methodology
for converting those grant values to shares or units, are reviewed by FW Cook and presented to the Compensation Committee
for approval, which for 2024 occurred at its February 2024 meeting.
•
Stock Grant Committee
– For stock grants to SVPs and below, other than Section 16 officers, the Board has delegated the
authority to the SGC to, subject to certain limitations, approve annual and off-cycle stock grants (such as grants to employees
who are newly hired). The Board generally appoints our CEO as the sole member of the SGC. Accordingly, Mr. Kreiz has been
the sole member of the SGC since April 2018.
•
Off-Cycle Stock Grants
– The Compensation Committee approves new-hire or other off-cycle stock grants to EVPs and
above, and other Section 16 officers, and the grant date is the last trading day of the month of the later of the (i) hire date or
(ii) Compensation Committee approval date.
•
The SGC approves new-hire stock grants to SVPs and below, other than Section 16 officers, with a grant date of: (i) for Vice
Presidents and above, the last trading day of the month of hire, and (ii) for employees below the Vice President level, the last
trading day of the month following the month of hire. For other off-cycle stock grants, the grant date is the last trading day of the
month in which the SGC approval occurs.
•
During fiscal year 2024, we did not provide any stock grants in the form of stock options to NEOs. We did not provide any stock
grants to an NEO during the four business days prior to or the one business day following the filing of our periodic reports or the
filing or furnishing of a Form 8-K that disclosed material nonpublic information,
and we did not time the disclosure of material
Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code imposes an annual deduction limit of $1 million on the amount of compensation paid
to each of the CEO, the CFO, and certain other current or former named executive officers. Compensation to these officers over
this limit is nondeductible.
Mattel accounts for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize
compensation expense for share-based payments (including stock options granted prior to 2024 and currently outstanding and
other forms of stock compensation). The impact of FASB ASC Topic 718 is taken into account by the Compensation Committee in
determining to use a portfolio approach to stock grants, including
Performance Units and RSUs
.
|
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Mattel, Inc.
|
|
|
Compensation at Mattel
|
Executive Compensation Tables
Summary Compensation Table
The following table sets forth information concerning total compensation earned by or paid/granted to our NEOs:
|
Name, Principal
Position, and Year
|
Salary
(1)
($)
|
Bonus
($)
|
Stock
Awards
(2)
($)
|
Option
Awards
(2)
($)
|
Non-Equity
Incentive Plan
Compensation
(3)
($)
|
All Other
Compensation
(4)
($)
|
Total
($)
|
|
Ynon Kreiz
Chairman and Chief Executive Officer
|
|||||||
|
2024
|
1,600,000
|
—
|
29,828,352
|
—
|
6,233,920
|
140,319
|
37,802,591
|
|
2023
|
1,500,000
|
—
|
8,559,377
|
2,853,125
|
5,857,500
|
178,384
|
18,948,385
|
|
2022
|
1,500,000
|
—
|
7,687,501
|
2,562,503
|
—
|
140,383
|
11,890,387
|
|
Anthony DiSilvestro
Chief Financial Officer
|
|||||||
|
2024
|
900,000
|
—
|
2,499,999
|
—
|
1,593,900
|
104,927
|
5,098,826
|
|
2023
|
900,000
|
—
|
2,406,250
|
343,748
|
1,546,380
|
109,226
|
5,305,604
|
|
2022
|
900,000
|
—
|
2,187,503
|
312,503
|
—
|
195,560
|
3,595,566
|
|
Steve Totzke
President and Chief Commercial Officer
|
|||||||
|
2024
|
800,000
|
—
|
2,250,010
|
—
|
1,275,120
|
98,870
|
4,424,000
|
|
2023
|
800,000
|
—
|
1,924,993
|
274,998
|
1,249,600
|
96,000
|
4,345,591
|
|
2022
|
800,000
|
—
|
1,750,021
|
250,003
|
—
|
98,320
|
2,898,344
|
|
Jonathan Anschell
EVP, Chief Legal Officer, and Secretary
|
|||||||
|
2024
|
750,000
|
—
|
1,400,005
|
—
|
929,775
|
98,484
|
3,178,264
|
|
2023
|
750,000
|
—
|
1,430,002
|
—
|
902,055
|
99,589
|
3,181,646
|
|
2022
|
700,000
|
—
|
1,137,477
|
162,495
|
—
|
87,000
|
2,086,972
|
|
Roberto Isaias
EVP and Chief Supply Chain Officer
|
|||||||
|
2024
|
700,000
|
—
|
1,499,988
|
—
|
980,000
|
143,202
|
3,323,190
|
|
2023
|
700,000
|
—
|
1,540,009
|
—
|
956,725
|
116,393
|
3,313,127
|
(1)
Salary. Represents all amounts earned as base salary during the applicable year.
(2)
Amounts shown represent the grant date fair value of RSUs and Performance Units granted in the year indicated as computed in accordance with FASB ASC Topic 718.
Stock Awards. Amounts shown under the “Stock Awards” column for 2024 include the grant date fair value for RSUs as well as Performance Units under the 2024-2026 LTIP granted in 2024,
and, for Mr. Kreiz, the Retention Performance Grant. The RSUs are valued based on our closing stock price of $18.47 on April 25, 2024. The 2024-2026 Performance Units are valued based
on our closing stock price of $18.47 on April 25, 2024, the probable outcome of the performance-related component over the three-year performance period (target performance), and the fair
value of the market-related component over the three-year performance period, as determined using a Monte Carlo simulation in accordance with applicable accounting rules. The market-
related component could result in up to a 133% adjustment, for a maximum earnout of 200% of target Performance Units. Assuming that the maximum level of performance conditions will be
achieved for all Performance Units, the grant date fair values for Messrs. Kreiz, DiSilvestro, Totzke, Anschell, and Isaias would be $15,899,986, $2,500,009, $2,250,004, $1,400,020, and
$1,499,990 respectively.
For Mr. Kreiz, the Retention Performance Grant is valued using a Monte Carlo simulation in accordance with applicable accounting rules.
Assuming that the maximum
level of performance conditions were achieved, the aggregate market value for the Retention Performance Grant would be $30,000,016.
(3)
Non-Equity Incentive Plan Compensation. Amounts shown represent the performance-based annual cash compensation earned under the MIP, our annual cash incentive plan. See
“Compensation Discussion and Analysis – Elements of Compensation – Annual Cash Incentive (MIP)” for a more complete description of the MIP.
(4)
All Other Compensation. Amounts shown for 2024 consist of Company contributions to the 401(k) Plan of $24,150, $34,500, $31,050, $34,500, and $25,500 for Messrs. Kreiz, DiSilvestro,
Totzke, Anschell, and Isaias respectively, and
Company contributions to the DCP of
$83,677, $36,427, $40,950, $37,615, and $42,481
for Messrs. Kreiz, DiSilvestro, Totzke, Anschell, and
Isaias, respectively.
Amounts shown also represent perquisites and personal benefits, including a monthly car allowance (or use of a Company car for Mr. Kreiz), financial counseling and tax
return services (for Messrs. Kreiz and DiSilvestro), and executive physical examinations. Also, for Mr. Isaias, the amount includes transitional tax assistance and associated tax gross-up of
$24,577 related to his relocation from Mexico to the United States in 2020 under our relocation program. In addition, for Mr. Kreiz, the amount shown includes attributable income under the
Board of Directors Recommended Grants and Matching Recommended Grants Program fostering charitable contributions, which is more fully described in the “Non-Employee Director
Compensation” section of this Proxy Statement.
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2025 Proxy Statement
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67
|
Grants of Plan-Based Awards
in
2024
The following table shows information about the non-equity incentive awards and equity-based awards granted to our NEOs
in 2024:
|
Name,
Position, and
Grant Date
|
Committee
Action
Date
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
(2)
|
All Other
Stock
Awards:
Number of
Shares
of Stock
or Units
(3)
|
Grant Date
Fair Market
Value of
Stock and
Option
Awards
(4)
($)
|
|||||
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
|
Target
|
Maximum
|
|||||
|
Ynon Kreiz
Chairman and Chief Executive Officer
|
||||||||||
|
1,120,000
|
3,200,000
|
6,400,000
|
||||||||
|
4/25/2024
|
99,325
|
397,301
|
794,602
|
7,949,993
|
||||||
|
4/25/2024
|
4/25/2024
|
143,476
|
2,650,002
|
|||||||
|
9/30/2024
|
9/11/2024
|
—
|
787,402
|
1,574,804
|
19,228,357
|
|||||
|
Anthony DiSilvestro
Chief Financial Officer
|
||||||||||
|
315,000
|
900,000
|
1,800,000
|
||||||||
|
4/25/2024
|
4/25/2024
|
15,617
|
62,469
|
124,938
|
1,250,005
|
|||||
|
4/25/2024
|
4/25/2024
|
67,677
|
1,249,994
|
|||||||
|
Steve Totzke
President and Chief Commercial Officer
|
||||||||||
|
252,000
|
720,000
|
1,440,000
|
||||||||
|
4/25/2024
|
4/25/2024
|
14,056
|
56,222
|
112,444
|
1,125,002
|
|||||
|
4/25/2024
|
4/25/2024
|
60,910
|
1,125,008
|
|||||||
|
Jonathan Anschell
EVP, Chief Legal Officer, and Secretary
|
||||||||||
|
183,750
|
525,000
|
1,050,000
|
||||||||
|
4/25/2024
|
4/25/2024
|
8,746
|
34,983
|
69,966
|
700,010
|
|||||
|
4/25/2024
|
4/25/2024
|
37,899
|
699,995
|
|||||||
|
Roberto Isaias
EVP and Chief Supply Chain Officer
|
||||||||||
|
171,500
|
490,000
|
980,000
|
||||||||
|
4/25/2024
|
4/25/2024
|
9,370
|
37,481
|
74,962
|
749,995
|
|||||
|
4/25/2024
|
4/25/2024
|
40,606
|
749,993
|
|||||||
(1)
The awards shown represent the potential value of annual cash incentive awards that could be earned for fiscal year 2024 (and paid in 2025) under the MIP for each NEO assuming threshold
performance (35% of target MIP opportunity), target performance (100% of target MIP opportunity), and maximum performance (200% of target MIP opportunity). See the “Compensation
Discussion and Analysis – Elements of Compensation – Annual Cash Incentive” section of this Proxy Statement for a more complete description of the MIP.
(2)
The threshold amounts shown represent 25% of the Performance Units under the 2024-2026 LTIP that may be earned at threshold Adjusted Free Cash Flow performance of 37% multiplied by
67% for threshold relative TSR performance. The target amounts shown represent the number of Performance Units under the 2024-2026 LTIP that may be earned if target performance is
achieved. The maximum amounts shown represent 200% of the Performance Units under the 2024-2026 LTIP that may be earned at maximum Adjusted Free Cash Flow performance of 150%
multiplied by 133% for maximum relative TSR performance. See the “Compensation Discussion and Analysis – Elements of Compensation – Stock-Based Long-Term Incentives” section of
this Proxy Statement for a more complete description of the 2024-2026 LTIP. For the Retention Performance Grant awarded to Mr. Kreiz on September 30, 2024, the threshold amount shown
represents 0% of the Performance Units granted that may be earned at threshold performance. The target amount shown represents the number of Performance Units that may be earned if
target performance is achieved. The maximum amount shown represents 200% of the Performance Units that may be earned at maximum performance.
(3)
The awards shown are RSUs granted under our Amended 2010 Plan that vest as to one-third of the shares subject thereto on each of the first three anniversaries of the grant date. These
RSUs do not earn dividend equivalents.
(4)
Amounts shown represent the fair market value per share as of the grant date of the award determined pursuant to FASB ASC Topic 718 multiplied by the number of shares (at target, for the
Performance Units). The RSUs are valued based on our closing stock price of
$18.47 on April 25, 2024
. See footnote (2) to the Summary Compensation Table for more information on the
grant date fair value of the 2024-2026 LTIP Performance Units and the Retention Performance Grant.
|
68
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
Outstanding Equity Awards at 2024 Year End
The following tables show the outstanding equity-based awards that were held by our NEOs as of December 31, 2024:
|
Stock Awards
|
|||||
|
Name and
Position
|
Grant Date for Stock
Awards
|
Number of Shares
or Units of Stock
That Have Not
Vested
|
Market Value of
Shares or Units of
Stock That Have Not
Vested
(1)
($)
|
Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units or
Other Rights That
Have Not Vested
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
(1)
($)
|
|
RSUs
|
Performance Units
|
||||
|
Ynon Kreiz
Chairman and Chief Executive Officer
|
|||||
|
9/30/2024
|
787,402
(2)
|
13,960,637
|
|||
|
4/25/2024
|
143,476
(6)
|
2,543,829
|
|||
|
4/25/2024
|
397,301
(3)
|
7,044,147
|
|||
|
4/28/2023
|
882,410
(4)
|
15,645,129
|
|||
|
4/29/2022
|
124,560
(5)
|
2,208,449
|
|||
|
Anthony DiSilvestro
Chief Financial Officer
|
|||||
|
4/25/2024
|
67,677
(6)
|
1,199,913
|
|||
|
4/25/2024
|
62,469
(3)
|
1,107,575
|
|||
|
4/28/2023
|
38,386
(7)
|
680,584
|
|||
|
4/28/2023
|
141,752
(4)
|
2,513,263
|
|||
|
4/29/2022
|
13,112
(8)
|
232,476
|
|||
|
4/29/2022
|
20,254
(5)
|
359,103
|
|||
|
Steve Totzke
President and Chief Commercial Officer
|
|||||
|
4/25/2024
|
60,910
(6)
|
1,079,934
|
|||
|
4/25/2024
|
56,222
(3)
|
996,816
|
|||
|
4/28/2023
|
30,709
(7)
|
544,471
|
|||
|
4/28/2023
|
113,402
(4)
|
2,010,617
|
|||
|
4/29/2022
|
10,490
(8)
|
185,988
|
|||
|
4/29/2022
|
16,203
(5)
|
287,279
|
|||
|
Jonathan Anschell
EVP, Chief Legal Officer, and Secretary
|
|||||
|
4/25/2024
|
37,899
(6)
|
671,949
|
|||
|
4/25/2024
|
34,983
(3)
|
620,249
|
|||
|
4/28/2023
|
26,614
(7)
|
471,866
|
|||
|
4/28/2023
|
73,712
(4)
|
1,306,914
|
|||
|
4/29/2022
|
6,819
(8)
|
120,901
|
|||
|
4/29/2022
|
10,532
(5)
|
186,732
|
|||
|
Roberto Isaias
EVP and Chief Supply Chain Officer
|
|||||
|
4/25/2024
|
40,606
(6)
|
719,944
|
|||
|
4/25/2024
|
37,481
(3)
|
664,538
|
|||
|
4/28/2023
|
28,662
(7)
|
508,177
|
|||
|
4/28/2023
|
79,382
(4)
|
1,407,443
|
|||
|
4/29/2022
|
6,294
(8)
|
111,593
|
|||
|
4/29/2022
|
9,722
(5)
|
172,371
|
|||
|
2025 Proxy Statement
|
69
|
|
Option Awards
|
||||||
|
Name and Position
|
Grant Date for
Option Awards
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Equity Incentive Plan
Awards:
Number of Securities
Underlying
Unexercised
Unearned Options
|
Option
Exercise
Price ($)
|
Option
Expiration Date
|
|
Ynon Kreiz
Chairman and Chief Executive Officer
|
||||||
|
4/28/2023
|
105,671
|
214,545
(7)
|
18.00
|
4/28/2033
|
||
|
4/29/2022
|
146,555
|
75,499
(8)
|
24.31
|
4/29/2032
|
||
|
8/2/2021
|
265,957
|
21.91
|
8/2/2031
|
|||
|
7/31/2020
|
523,575
|
11.11
|
7/31/2030
|
|||
|
8/1/2019
|
467,221
|
13.59
|
8/1/2029
|
|||
|
8/1/2018
|
376,369
|
15.78
|
8/1/2028
|
|||
|
Anthony DiSilvestro
Chief Financial Officer
|
||||||
|
4/28/2023
|
12,731
|
25,849
(7)
|
18.00
|
4/28/2033
|
||
|
4/29/2022
|
17,872
|
9,208
(8)
|
24.31
|
4/29/2032
|
||
|
8/2/2021
|
55,851
|
21.91
|
8/2/2031
|
|||
|
6/30/2020
|
133,249
|
9.67
|
6/30/2030
|
|||
|
Steve Totzke
President and Chief Commercial Officer
|
||||||
|
4/28/2023
|
10,185
|
20,679
(7)
|
18.00
|
4/28/2033
|
||
|
4/29/2022
|
14,298
|
7,366
(8)
|
24.31
|
4/29/2032
|
||
|
8/2/2021
|
53,191
|
21.91
|
8/2/2031
|
|||
|
7/31/2020
|
82,237
|
11.11
|
7/31/2030
|
|||
|
8/1/2019
|
88,063
|
13.59
|
8/1/2029
|
|||
|
8/1/2018
|
54,745
|
15.78
|
8/1/2028
|
|||
|
8/1/2017
|
122,616
|
19.72
|
8/1/2027
|
|||
|
8/1/2016
|
67,073
|
32.72
|
8/1/2026
|
|||
|
7/31/2015
|
64,767
|
23.21
|
7/31/2025
|
|||
|
Jonathan Anschell
EVP, Chief Legal Officer, and Secretary
|
||||||
|
4/29/2022
|
9,293
|
4,788
(8)
|
24.31
|
4/29/2032
|
||
|
8/2/2021
|
17,287
|
21.91
|
8/2/2031
|
|||
|
1/29/2021
|
14,981
|
18.12
|
1/29/2031
|
|||
|
Roberto Isaias
EVP and Chief Supply Chain Officer
|
||||||
|
4/29/2022
|
8,578
|
4,420
(8)
|
24.31
|
4/29/2032
|
||
|
8/2/2021
|
13,963
|
21.91
|
8/2/2031
|
|||
|
7/31/2020
|
28,783
|
11.11
|
7/31/2030
|
|||
|
8/1/2019
|
25,685
|
13.59
|
8/1/2029
|
|||
|
2/28/2019
|
22,978
|
14.42
|
2/28/2029
|
|||
|
8/1/2016
|
36,585
|
32.72
|
8/1/2026
|
|||
|
7/31/2015
|
52,073
|
23.21
|
7/31/2025
|
|||
(1)
Amounts are calculated by multiplying the number of units shown in the table by $17.73 per share, which was the closing price of our common stock on December 31, 2024, the last trading
day of fiscal year 2024.
(2)
The numbers shown represent the Retention Performance Grant, which is earned
based on achievement of stock price hurdles during the final three years of the performance measurement
period and relative TSR as compared to the S&P 500 over the performance measurement period.
Per SEC rules, based on Company performance as compared to the S&P 500 through
December 31, 2024 below the target goal, and because the award is not yet in the final three years of the performance measurement period, the amount shown reflects the target number of
units that may be earned at the end of the performance measurement period. See the “Compensation Discussion and Analysis – 2024 Business Overview – 2024 CEO Retention Performance
Grant” section of this Proxy Statement for a more complete description of the Retention Performance Grant.
(3)
The numbers shown represent the 2024-2026 Performance Units, which are earned based on the Company’s achievement of cumulative Adjusted Free Cash Flow and relative TSR for the
period from January 1, 2024 to December 31, 2026. Per SEC rules, based on Company performance for Adjusted Free Cash Flow and relative TSR for the first year of the performance period
(through December 31, 2024) between minimum and target goals, the amounts shown reflect the target number of units that may be earned at the end of the three-year performance period.
See the “Compensation Discussion and Analysis – Elements of Compensation – Stock-Based Long-Term Incentives” section of this Proxy Statement for a more complete description of
the LTIP.
|
70
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
(4)
The numbers shown represent the 2023-2025 Performance Units, which are earned based on the Company’s achievement of cumulative Adjusted Free Cash Flow and relative TSR for the
period from January 1, 2023 to December 31, 2025. Per SEC rules, based on Company performance for Adjusted Free Cash Flow and relative TSR for the first and second year of the
performance period (through December 31, 2024) between target and maximum goals, the amounts shown reflect the maximum number of units that may be earned at the end of the three-
year performance period. See the “Compensation Discussion and Analysis – Elements of Compensation – Stock-Based Long-Term Incentives” section of this Proxy Statement for a more
complete description of the LTIP.
(5)
The numbers shown represent the number of 2022-2024 Performance Units, which were earned, but subject to continued employment through the settlement date of February 3, 2025, based
on the Company’s achievement of cumulative Adjusted Free Cash Flow and relative TSR for the period from January 1, 2022 to December 31, 2024. The Performance Units were settled and
paid in shares on February 3, 2025 and are thus no longer outstanding. See the “Compensation Discussion and Analysis – Elements of Compensation – Stock-Based Long-Term Incentives”
section of this Proxy Statement for a more complete description of the LTIP.
(6)
33% vests on April 24, 2025, 33% vests on April 25, 2026, and 34% vests on April 25, 2027.
(7)
50% vests on April 28, 2025, and 50% vests on April 28, 2026.
(8)
100% vests on April 29, 2025.
Option Exercises and Stock Vested in 2024
For each of our NEOs, the following table provides information for options exercised and stock awards vested in 2024:
|
Option Awards
|
Stock Awards
|
||||
|
Name and Position
|
Number of
Shares Acquired
on Exercise
|
Value Realized
on Exercise
($)
|
Number of
Shares Acquired
on Vesting
(1)
|
Value Realized
on Vesting
(2)
($)
|
|
|
Ynon Kreiz,
Chairman and Chief Executive Officer
|
—
|
—
|
330,642
|
6,106,958
|
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
—
|
—
|
86,070
|
1,591,554
|
|
|
Steve Totzke,
President and Chief Commercial Officer
|
—
|
—
|
77,150
|
1,426,992
|
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
—
|
—
|
62,280
|
1,151,457
|
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
—
|
—
|
49,481
|
915,233
|
|
(1)
Number of shares acquired on vesting represent RSUs and Performance Units that vested in 2024, and do not include any of the Performance Units under the 2022-2024 LTIP, as these
Performance Units did not vest, and the underlying shares were not issued, until the settlement date of February 3, 2025.
(2)
Amounts are calculated by multiplying the number of shares underlying RSUs by our closing stock price on the date of vesting, or if the stock market was closed on the date of vesting, by our
closing stock price on the preceding day on which the stock market was open.
2024 Nonqualified Deferred Compensation
The following table provides the benefits accrued under the DCP by our NEOs as of December 31, 2024:
|
Name and Position
|
Executive
Contributions
in 2024
(1)
($)
|
Company
Contributions
in 2024
(2)
($)
|
Aggregate
Earnings
in 2024
(3)
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at
End of 2024
(4)
($)
|
|
Ynon Kreiz,
Chairman and Chief Executive Officer
|
—
|
83,677
|
28,174
|
—
|
539,472
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
—
|
36,427
|
8,920
|
—
|
185,073
|
|
Steve Totzke,
President and Chief Commercial Officer
|
347,728
|
40,950
|
339,143
|
—
|
3,174,802
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
20,942
|
37,615
|
41,380
|
—
|
432,630
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
948,026
|
42,481
|
650,601
|
—
|
3,684,981
|
(1)
Represents the amounts that our NEOs elected to defer in 2024 under the DCP. These amounts represent compensation earned by our NEOs in 2024 and, therefore, are also reported in the
appropriate columns in the Summary Compensation Table above.
(2)
Represents the amounts credited in 2024 as Company contributions to the accounts of our NEOs under the DCP. These amounts represent automatic contributions and matching contributions
as described in the narrative disclosure below. These amounts are also reported in the Summary Compensation Table above in the “All Other Compensation” column.
(3)
Represents the net amounts credited to the DCP accounts of our NEOs as a result of the performance of the investment vehicles in which their accounts were deemed invested, as more fully
described in the narrative disclosure below. These amounts do not represent above-market earnings, and thus are not reported in the Summary Compensation Table.
(4)
Represents the amounts of the DCP account balances at the end of 2024 for each of our NEOs. The amounts that were previously reported as compensation for each NEO in the Summary
Compensation Table in years prior to 2024 are as follows:
|
Name and Position
|
Aggregate Amounts
Previously Reported
($)
|
|
Ynon Kreiz,
Chairman and Chief Executive Officer
|
400,627
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
133,942
|
|
Steve Totzke,
President and Chief Commercial Officer
|
1,473,703
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
301,064
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
575,589
|
|
2025 Proxy Statement
|
71
|
Description of Deferred Compensation and PIP Excess Plan
The DCP allows participants to defer the amounts listed below. All amounts deferred under the DCP are reflected in bookkeeping
accounts. Under the DCP, participants may elect to defer:
•
up to 20% of base salary that cannot be deferred under the 401(k) Plan due to Internal Revenue Code limitations;
•
up to 75% of base salary; and
•
up to 100% of annual cash incentive compensation (MIP).
Company automatic contributions are made equal to the automatic contributions that would have been made to the 401(k) Plan,
but for Internal Revenue Code limitations
. The formula for these contributions currently is a percentage of base salary, based on
the participant’s age, as follows:
•
under 40 years: 3%;
•
at least 40 but less than 45 years: 4%;
•
at least 45 but less than 50 years: 5%;
•
at least 50 but less than 55 years: 6%; or
•
55 years or more: 7%.
Company matching contributions of 50% of the first 6% of the participant’s base salary deferrals are made in coordination with the
Company’s 401(k) Plan.
The amounts deferred under each participant’s DCP accounts are deemed to be invested by the participant from a range of
choices established by the plan administrator. Currently, the available choices include: (i) deemed investment in Mattel common
stock (sometimes referred to as “phantom stock”); (ii) deemed investment in any of 20 externally-managed institutional funds,
including equity and bond mutual funds; and (iii) pre-constructed portfolios with investment strategies aligned with five different risk
profiles. The rates of return of the investment options under the DCP, for the periods in 2024 that each investment was available to
plan participants, ranged from (6.09)% to 25.02%. Mattel retains the right to change, at its discretion, the available
investment options.
The investment options and their rates of return (fo
r the periods in 202
4 that each investment was available to plan participants)
are contained in the following
tables
.
|
Name of Investment Option
|
Rate of Return:
1/1/2024 - 12/31/2024
(%)
|
|
Arrowstreet International Equity ACWI ex US CIT Class A
|
7.28
|
|
BlackRock LifePath® Index 2030 Fund O
|
9.11
|
|
BlackRock LifePath® Index 2035 Fund O
|
10.88
|
|
BlackRock LifePath® Index 2040 Fund O
|
12.61
|
|
BlackRock LifePath® Index 2045 Fund O
|
14.26
|
|
BlackRock LifePath® Index 2050 Fund O
|
15.56
|
|
BlackRock LifePath® Index 2055 Fund O
|
16.20
|
|
BlackRock LifePath® Index 2060 Fund O
|
16.23
|
|
BlackRock LifePath® Index 2065 Fund O
|
16.26
|
|
BlackRock LifePath® Index Retirement Fund O
|
7.07
|
|
Blended Stable Value
|
2.33
|
|
Bond Index Fund
|
3.09
|
|
Extended Market Index Fund
|
16.90
|
|
Fidelity® Strategic Real Return Fund Class K6
|
6.02
|
|
Mattel Stock Fund
|
(6.09)
|
|
Non-U.S. Equity Index Fund
|
5.11
|
|
PIMCO Income Fund Institutional Class
|
5.42
|
|
S&P 500 Equity Index Fund
|
25.02
|
|
SMID Cap Research Equity (Series 4) Portfolio
|
16.74
|
|
72
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
|
Name of Investment Option
|
Rate of Return:
1/1/2024 - 9/30/2024
(%)
|
|
BlackRock LifePath® Index 2025 Fund O
|
9.87
|
The participant and Company contributions are credited to bookkeeping accounts for the participants, and the balances of these
accounts are adjusted to reflect, in the case of participants who chose the fixed rate fund, the applicable interest rate, and in the
case of participants who chose the Mattel Company Stock Fund or any of the eight externally managed investment funds or 11
risk-based portfolios, the gains or losses that would have been obtained if the contributions had actually been invested in Mattel
common stock or the applicable externally managed institutional fund, respectively.
We set aside funds to cover our obligations under the DCP in a trust. The assets of the trust, however, belong to Mattel and are
subject to the claims of Mattel’s creditors in the event of bankruptcy or insolvency.
Generally, participants make annual deferral elections, and the DCP allows distributions on a scheduled withdrawal date, death,
permanent disability, retirement, or other termination of employment, with distributions payable in lump sum or up to 15 annual
installments. Certain additional rules apply in the event of a change of control, hardship, or, in the case of contributions before
2005, non-hardship accelerated distributions.
Potential Payments Upon Termination or Change of Control
As of December 31, 2024, each of our NEOs was eligible to participate in the A&R Severance Plan.
We summarize below the severance and change-of-control provisions in effect as of December 31, 2024, pursuant to the terms of
other plans and agreements with relevant severance and change-of-control provisions (e.g., our Amended 2010 Plan, stock grant
agreements, and the MIP).
Amended and Restated Severance Plan
Involuntary Termination
Under the A&R Severance Plan, if a participating NEO’s employment is terminated by Mattel without cause or by the executive for
good reason, other than in connection with a change of control (an “involuntary termination”), the executive generally will be entitled
to the following benefits, which are more fully described in the footnotes to the Estimated Potential Payments table below: (i) a cash
payment equal to a multiple of the sum of the participant’s base salary and target bonus, payable in installments over the
applicable severance period, (ii) a pro-rata annual bonus based on actual performance for the entire performance period pro-rated
based on the number of days employed during the performance period, (iii) for LTI awards granted prior to the time the participant
became eligible to participate in the A&R Severance Plan (the participant’s “eligibility date”), treatment will be as set forth in the
applicable equity plan and related grant agreement, and for
equity awards
granted on or following a participant’s eligibility date,
equity awards will vest pro-rata based on the number of whole months employed during the vesting period provided that
time-based awards will accelerate at the time of termination and performance-based equity awards will vest based on actual
performance at the end of the applicable performance period, (iv) continued health and welfare payments during the applicable
severance period, and (v) up to $50,000 in outplacement benefits for a period of up to 2 years or, if earlier, until the participant
secures new employment. The applicable multiples and severance periods are as follows: 2x and 24 months for Mr. Kreiz, 1.5x and
18 months for Mr. DiSilvestro and Mr. Totzke, and 1x and 12 months for Messrs. Anschell and Isaias. Further, pursuant to
participation letter agreements entered into under the A&R Severance Plan with Messrs. Kreiz and DiSilvestro, with respect to
time-based stock option awards, in lieu of the treatment described in (iii) above, such time-based stock options will be eligible for
full acceleration and up to a 3 year post-termination exercise period (or, if earlier, until the expiration date of the award), which
treatment is consistent with their participation in the Original Severance Plan as in effect prior to the adoption of the
A&R Severance Plan.
Involuntary Termination Following Change of Control
Under the A&R Severance Plan, if a participating NEO’s employment is involuntarily terminated on or within the two-year period
following a change of control, the executive will be entitled to the following benefits, which are more fully described in the footnotes
to the Estimated Potential Payments table below: (i) a cash payment equal to 2x times the sum of the participant’s base salary and
target bonus, payable in a lump sum, (ii) a pro-rata target annual bonus pro-rated based on the number of days employed during
the performance period, (iii) for equity awards granted prior to the participant’s eligibility date, treatment will be as set forth in the
applicable equity plan and related grant agreement, and for equity awards granted on or following a participant’s eligibility date,
equity awards will accelerate in full and, if applicable, the post-termination exercise period will be 2 years (or, if earlier, until the
expiration date of the award), provided that any equity awards subject to performance conditions will vest in accordance with the
terms of the equity grant agreements (which currently provide for vesting based on the greater of target or actual performance),
(iv) continued health and welfare payments for 2 years, and (v) up to $50,000 in outplacement benefits for a period of up to 2 years
or, if earlier, until the participant secures new employment. Pursuant to the participation letter agreements entered into with Messrs.
Kreiz and DiSilvestro, with respect to time-based stock option awards, in lieu of the post-termination exercise period described in
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(iii) above, such awards will remain exercisable for up to 3 years (or, if earlier, until the expiration date of the award), which
treatment is consistent with their participation in the Original Severance Plan as in effect prior to the adoption of the A&R
Severance Plan.
No tax gross-ups are provided under the A&R Severance Plan. Participants in the A&R Severance Plan are not entitled to be
indemnified for any excise tax imposed as a result of severance or other payments deemed made in connection with a change of
control. Instead, they will be required either to pay the excise tax or have such payments reduced to an amount that would not
trigger the excise tax if it would be more favorable to them on an after-tax basis.
In order to be entitled to severance payments and benefits under the A&R Severance Plan, the executive is required to execute a
general release agreement with Mattel and, in certain circumstances, comply with post-employment covenants to (i) protect our
confidential information, (ii) not accept employment with or provide services to a competitor, (iii) not solicit our employees, and
(iv) not disparage or otherwise impair our reputation, goodwill, or commercial interests or any of our affiliated entities or their
officers, directors, employees, stockholders, agents, or products.
Stock Plan and Grant Agreements
Stock Options and RSUs
Unless otherwise provided in an individual grant agreement or severance arrangement, the Amended 2010 Plan provides for
accelerated vesting of stock grants and extended option exercisability under specified terminations of employment, including a
qualifying termination in connection with a change of control.
Amended
2
010 Plan
•
Awards that have been assumed or substituted in a change of control will vest in full if the participant’s employment is
terminated without cause within 24 months following the change of control, and options will remain exercisable for the lesser
of 2 years following the termination of employment or their remaining term. Awards that are not assumed or substituted in
a change of control generally will vest in full upon the change of control, and outstanding RSUs generally will be
settled immediately.
•
In accordance with the terms of the grant agreements adopted under the Amended 2010 Plan, in the event of a termination of
employment due to Retirement (as defined in the Amended 2010 Plan), death, or permanent disability, unvested stock options
that have been outstanding at least 6 months receive full vesting and would remain exercisable for the lesser of 5 years or their
remaining term. In the event of involuntary Retirement, death, or permanent disability, unvested RSUs that have been
outstanding at least 6 months receive full vesting. The grant agreements for the participants in the A&R Severance Plan
incorporate these provisions as well as certain vesting and exercise provisions under the A&R Severance Plan, as
described above.
Performance Units
In the event of a change of control, if the Performance Units are assumed or substituted by the acquirer and the participant’s
employment is involuntarily terminated within 24 months following the change of control, then the vesting of the Performance Units
will be fully accelerated based on the greater of the target level award opportunity or the actual performance through the most
recent completed fiscal year prior to the termination of employment, payable within 60 days of such termination. If the Performance
Units are not assumed or substituted by the acquirer, then the vesting of the Performance Units will be accelerated based on the
greater of (a) pro-rated target level award opportunity based on the number of full months during the three-year performance period
to the date of the change of control, or (b) the actual performance through the most recent completed fiscal year prior to the change
of control, payable within 60 days of such event.
Under the 2023-2025 and 2024-2026 LTIP cycles, in the event of a participant’s termination due to Retirement, death, or
permanent disability that is at least 6 months after the start of the performance cycle, the participant will receive pro-rated vesting
based on the number of full months the participant was employed during the three-year performance period, payable at the end of
the three-year period based on our achievement of the performance measures.
Retention Performance Grant
There is no acceleration or continued vesting of the Retention Performance Grant in the event of Mr. Kreiz’s termination of
employment for any reason other than in connection with (i) his death or disability, (ii) a qualifying termination of employment that
occurs during the final three years of the five-year performance measurement period, or (iii) a qualifying termination following a
change of control
. Mr. Kreiz will need to remain employed by the Company through the settlement date following the end of the
five-year performance measurement period to receive any benefit under the Retention Performance Grant.
If Mr. Kreiz’s employment terminates during the five-year performance measurement period and prior to the occurrence of a
change of control
(as defined in the
Amended
2010 Plan) due to his death or disability, (i) the achievement of the stock price
hurdles will be measured on the date of termination and to the extent any stock price hurdle has been achieved, a pro-rated
number of shares subject to the Retention Performance Grant, determined based on the length of service completed during the
five-year performance measurement period, will vest in connection with such termination of employment, and (ii) following the end
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Compensation at Mattel
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of the full five-year performance measurement period, the Compensation Committee will determine the relative TSR achievement
for the full five-year performance measurement period and to the extent any relative TSR goal has been achieved, a pro-rated
number of shares subject to the Retention Performance Grant, determined based on the length of service completed during the
five-year vesting period, will vest in connection with such termination of employment.
If Mr. Kreiz’s employment terminates due to death or disability following the co
mpletion of the five-year performance measurement
period but prior to the occurrence of a
change of control
and prior to the settlement date, the number of shares subject to the
Retention Performance Grant that are earned will be determined based on achievement of the performance goals through the end
of the full five-year performance measurement period and will vest in connection with such termination of employment without the
need to remain employed through the settlement date. If Mr. Kreiz experiences a qualifying termination in the final three years of
the five-year performance measurement period and prior to the occurrence of a
change of control
, (i) the achievement of the stock
price hurdles will be measured on the date of termination and to the extent any stock price hurdle has been achieved, the
corresponding number of shares subject to the Retention Performance Grant will vest in connection with such termination of
employment and (ii) following the end of the full five-year performance measurement period, the Compensation Committee will
determine the relative TSR achievement for the full five-year performance measurement period and to the extent any relative TSR
goal has been achieved, the corresponding number of shares subject to the Retention Performance Grant will vest at such time. If
a
change of control
occurs during the five-year performance measurement period and Mr. Kreiz remains employed until at least
immediately prior to the occurrence of such
change of control
, the Retention Performance Grant will be eligible to convert into time-
based RSU
s
based on achievement of the stock price hurdles and relative TSR based on the price paid per share of common
stock in the
change of control
(or, with respect to achievement of the stock price hurdles, the actual achievement level during the
last three years of the five-year performance measurement period, if higher), and such time-based RSUs, if any, will vest at the end
of the five-year performance measurement period subject to continued employment through such date.
In the event that performance through the date of the
change of control
results in fewer than the maximum number of units
becoming time-based RSUs, the remaining shares subject to the Retention Performance Grant will be forfeited; provided, however,
that if the Company’s common stock (or the common stock of the acquiring or surviving entity in such
change of control
) continues
to be publicly traded on a national stock exchange following such
change of control
, and Mr. Kreiz remains continuously employed
following such
change of control
until the settlement date, the remaining shares subject to the Retention Performance Grant will
remain outstanding and eligible to vest (the “Continuing Performance Units”) based on the achievement of the stock price hurdles
and relative TSR during the five-year performance measurement period (with such goals equitably adjusted as necessary to reflect
the
change of control
). Notwithstanding the foregoing, if, following the occurrence of a
change of control
and prior to the end of the
five-year performance measurement period, Mr. Kreiz experiences a termination of employment due to death or disability, any such
time-based RSUs will vest in full as of the date of such termination and any Continuing Performance Units will be treated as
described above with respect to a termination due to death or disability. Further, in the event of Mr. Kreiz’s qualifying termination
that occurs following a
change of control
and prior to the end of the five-year performance measurement period, any such time-
based RSUs will vest in full at the time of such termination and any Continuing Performance Units will vest based on achievement
of the stock price hurdles and relative TSR as of the date of such termination.
MIP
The terms of the MIP provide that upon a change of control, each participant who is employed by Mattel immediately prior to such
change of control will be paid any unpaid annual cash incentive with respect to any performance period that concluded prior to the
closing date of the change-of-control transaction. With respect to any performance period that includes the closing date, if the
participant executes a waiver of the right to any duplicate cash payments under the A&R Severance Plan or the Compensation
Committee uses its discretion to reduce the cash payment made under the MIP by the amount paid under the A&R Severance
Plan, such participant shall be paid an amount equal to the greater of (i) the amount that such participant would have received
under the MIP with respect to the performance period as if the target-level performance goals had been achieved, pro-rated based
on the number of months that elapsed from the start of the performance period to the closing date (the “Adjusted Performance
period”), or (ii) if determinable, the amount that such participant would have received under the MIP with respect to the Adjusted
Performance period, measuring for such purposes, the actual achievement of the performance goals for the Adjusted Performance
period as of the closing date. Any such amounts must be paid within 30 days following the closing date.
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Estimated Potential Payments
The table below sets forth the estimated current value of payments and benefits to each of our NEOs upon a change of control,
involuntary termination, involuntary termination following a change of control (“COC Termination”), Retirement, death, or permanent
disability, assuming that such event occurred on December 31, 2024 (the last trading day of fiscal year 2024), when our closing
stock price was
$17.73
.
For all our NEOs, the amounts shown do not include: (i) benefits earned during the term of our NEOs’ employment that are
available to all benefit-eligible salaried employees, and (ii) benefits previously accrued under the DCP and 401(k) Plan. For
information on amounts payable under the DCP, see the “2024 Nonqualified Deferred Compensation” table. The actual amounts of
payments and benefits that would be provided can only be determined at the time of the NEO’s termination of employment.
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Name, Position, and Trigger
|
Severance:
Multiple of Salary
and Bonus
(1)
($)
|
Current
Year
Bonus
(2)
($)
|
Value of
Performance
Units
(3)
($)
|
Valuation of
Equity Vesting
Acceleration
(4)
($)
|
Value of
Other
Benefits
(5)
($)
|
Total
Value
($)
|
|
Ynon Kreiz,
Chairman and Chief Executive Officer
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||||||
|
Change of Control
|
—
|
6,233,920
|
—
|
—
|
—
|
6,233,920
|
|
Involuntary Termination
|
9,600,000
|
6,233,920
|
9,307,115
|
565,303
|
118,156
|
25,824,494
|
|
COC Termination
|
9,600,000
|
6,233,920
|
19,745,901
|
—
|
118,156
|
35,697,977
|
|
Retirement
(6)
|
—
|
—
|
2,208,449
|
—
|
—
|
2,208,449
|
|
Death/Permanent Disability
|
—
|
—
|
9,307,115
|
2,543,829
|
—
|
11,850,944
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
||||||
|
Change of Control
|
—
|
1,593,900
|
—
|
—
|
—
|
1,593,900
|
|
Involuntary Termination
|
2,700,000
|
1,593,900
|
1,493,203
|
652,269
|
84,015
|
6,523,386
|
|
COC Termination
|
3,600,000
|
1,593,900
|
3,157,429
|
2,112,973
|
95,353
|
10,559,655
|
|
Retirement
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Death/Permanent Disability
|
—
|
—
|
1,493,203
|
2,112,973
|
—
|
3,606,176
|
|
Steve Totzke,
President and Chief Commercial Officer
|
||||||
|
Change of Control
|
—
|
1,275,120
|
—
|
—
|
—
|
1,275,120
|
|
Involuntary Termination
|
2,280,000
|
1,275,120
|
1,223,370
|
1,810,393
|
100,652
|
6,689,534
|
|
COC Termination
|
3,040,000
|
1,275,120
|
2,636,699
|
1,810,393
|
117,536
|
8,879,747
|
|
Retirement
(6)
|
—
|
—
|
1,223,370
|
—
|
—
|
1,223,370
|
|
Death/Permanent Disability
|
—
|
—
|
1,223,370
|
1,810,393
|
—
|
3,033,763
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
||||||
|
Change of Control
|
—
|
929,775
|
—
|
—
|
—
|
929,775
|
|
Involuntary Termination
|
1,275,000
|
929,775
|
788,010
|
308,183
|
72,676
|
3,373,644
|
|
COC Termination
|
2,550,000
|
929,775
|
1,686,176
|
1,264,716
|
95,353
|
6,526,020
|
|
Retirement
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Death/Permanent Disability
|
—
|
—
|
788,010
|
1,264,716
|
—
|
2,052,726
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
||||||
|
Change of Control
|
—
|
980,000
|
—
|
—
|
—
|
980,000
|
|
Involuntary Termination
|
1,190,000
|
980,000
|
818,984
|
1,339,714
|
84,078
|
4,412,777
|
|
COC Termination
|
2,380,000
|
980,000
|
1,750,004
|
1,339,714
|
118,156
|
6,567,875
|
|
Retirement
(6)
|
—
|
—
|
818,984
|
—
|
—
|
818,984
|
|
Death/Permanent Disability
|
—
|
—
|
818,984
|
1,339,714
|
—
|
2,158,698
|
(1)
For these purposes, the bonus portion of the severance payment is determined in accordance with the A&R Severance Plan as the target MIP opportunity for 2024, the year in which the
termination of employment occurs.
(2)
The A&R Severance Plan provides that upon an involuntary termination (not within two years following a change of control), executives will receive an amount representing a pro-rated (based
on days employed) annual cash incentive under the MIP that the executive would have received had the executive remained employed through the MIP annual cash incentive payment date,
based on actual performance. Thus, the table shows the actual payouts under the 2024 MIP in the event of an involuntary termination based on actual 2024 financial and individual
performance results.
Upon a COC Termination, the A&R Severance Plan provides that a pro-rated amount is paid based on the executive’s current target MIP opportunity. However, under the MIP, upon a change
of control, the greater of the actual MIP amounts earned or target MIP is paid if the individual is employed by Mattel immediately prior to the change of control. On December 31, 2024, actual
MIP amounts are greater and would be paid (with no duplication under the A&R Severance Plan), and therefore the amounts shown upon a COC Termination reflect actual MIP amounts
earned for the year ended December 31, 2024.
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Compensation at Mattel
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(3)
We assume that in the event of a change of control only, the LTIP Performance Units are assumed or substantially similar new rights are substituted therefor by the acquirer. If such
Performance Units are not assumed or substantially similar new rights are not substituted in a change of control, the vesting of such Performance Units will be accelerated, based on the
greater of target-level award opportunity or the actual performance through the most recent completed year prior to the date of change of control.
For
a COC Termination, we have shown
performance at target for the 2022-2024 LTIP Performance Units since actual performance was below target. Since actual performance is trending above target for the 2023-2025 LTIP (based
on 2022-2024 actual and 2025 estimate), we have shown actual performance for the 2023-2025 LTIP Performance Units. Since actual performance is trending below target for the 2024-2026
LTIP (based on 2024 actual and 2025-2026 estimate), we have shown performance at target for the 2024-2026 LTIP Performance Units.
In the event of Retirement, involuntary termination (for the A&R Severance Plan), death, or permanent disability, we have also shown the actual values earned under the 2022-2024 LTIP
Performance Units and the values based on performance of 101% in the case of the 2023-2025 LTIP Performance Units and 78% in the case of the 2024-2026 LTIP Performance Units. In
accordance with the terms of the LTIP cycles and the A&R Severance Plan, the pro-rated amount that each NEO would receive would be based on the number of full months employed during
the 36-month performance period. Thus, the pro-rated amount would generally be two-thirds for the 2023-2025 LTIP and one-third for the 2024-2026 LTIP. Amounts shown are valued based
on our closing stock price of $17.73 on December 31, 2024, the last trading day of fiscal year 2024. For a discussion of the achievement of Adjusted Free Cash Flow and relative TSR with
respect to the 2022-2024 LTIP, see the “Compensation Discussion and Analysis - Elements of Compensation - Stock-Based Long-Term Incentives” section of this Proxy Statement.
There is nothing reported in the table above with respect to Mr. Kreiz’s Retention Performance Grant. We have assumed that, in the event of a change of control or COC Termination, the
Company and the acquiring entity would cease to be publicly traded and, because none of the stock price hurdles were met as of December 31, 2024 and the Company’s relative TSR
performance through such date was below threshold, none of the Performance Units would have converted into time-based RSUs and the entire Retention Performance Grant would have
been forfeited. In the event Mr. Kreiz had died or become disabled as of December 31, 2024, the portion of the Retention Performance Grant subject to the stock price hurdles would have been
forfeited because such hurdles had not been met and, following the completion of the full five-year performance period, the Company would determine the actual relative TSR achievement and,
to the extent any relative TSR goal is achieved at such time, Mr. Kreiz (or his estate, as the case may be), would become entitled to a
pro-rated number of shares
based on whole months
employed in the performance period and such achievement. In the event Mr. Kreiz had experienced an involuntary termination or retirement on December 31, 2024, the entire award would
have been forfeited.
(4)
Stock Options. We assume that in the event of a change of control only, the outstanding options are assumed or substantially similar new rights are substituted therefor by the acquirer. If such
options are not assumed or substantially similar new rights are not substituted for the outstanding awards, then the vesting of such options will be fully accelerated. For all other scenarios,
amounts shown include the value of any option acceleration. Amounts shown assume that all stock options would be exercised immediately upon termination of employment. Stock option
values represent the excess of the value of the option shares for which vesting is accelerated over the exercise price for those option shares, using our closing stock price of $17.73 on
December 31, 2024, the last trading day of fiscal year 2024. All accelerated stock options were underwater as of December 31, 2024, and thus no value is attributed to the acceleration of such
stock options. If the stock options were not immediately exercised, the value realized by the executives could differ from that disclosed. However, this value is not readily ascertainable since it
depends upon a number of unknown factors, such as the date of exercise and the value of the underlying Mattel common stock on that date.
RSUs. In the event of a termination of employment due to death or permanent disability, unvested RSUs that were outstanding at least six months will fully vest. For participants in the A&R
Severance Plan, in the event of an involuntary termination, unvested RSUs vest pro-rata (based on the number of full months of employment during the vesting period).
We assume that in the event of a change of control only, the outstanding RSUs under the Amended 2010 Plan are assumed or substantially similar new rights are substituted therefor by the
acquirer. If such RSUs are not assumed or substantially similar new rights are not substituted for the outstanding awards, then the vesting of such RSUs will be fully accelerated. Amounts
shown include the value of the RSUs for which vesting would have been accelerated under all applicable scenarios (other than a change of control only), based on our closing stock price of
$17.73 on December 31, 2024, the last trading day of fiscal year 2024.
(5)
Other benefits include: (i) up to two years of outplacement services up to an aggregate maximum cost of $50,000 for each NEO, and (ii) payment of a monthly amount equivalent based on the
then current COBRA premium for the applicable severance period for each executive. In the event that the executive obtains employment, the other benefits described above will terminate;
however, amounts shown represent the maximum period of continuation.
(6)
In the event of termination due to retirement (as defined under the Amended 2010 Plan), Messrs.
Totzke and Isaias will receive accelerated vesting of outstanding Performance Units. Vesting
will be pro-rated based on the number of full months the participant was employed during each three-year performance period, payable at the end of each three-year period based on our
achievement of the performance measures. Additionally, in the event of termination due to retirement, Mr. Kreiz would receive accelerated vesting of unvested stock options granted prior to
April 2023 and Messrs. Totzke and Isaias would receive accelerated vesting of all unvested stock options. No value is attributed to these stock options, as they were underwater as of
December 31, 2024.
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Pay Ratio
of CEO to Median Employee
As
required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of the SEC’s
Regulation S-K, we are providing information about the relationship of the annual total compensation of our median employee and
the annual total compensation of Mr. Kreiz, our CEO. The pay ratio included in this information is a reasonable estimate calculated
in a manner consistent with Item 402(u) of the SEC’s Regulation S-K.
In determining the median employee in
2024
, we continued to employ December 31 as the date for determining the employees to
be considered in computing the pay ratio and employed 2024 as the measurement period. We continued to use “base pay” as our
consistently applied compensation measure, which was determined as base salary or base hourly wage multiplied by regularly
scheduled hours, or, in the case of temporary employees, estimated hours. No cost-of-living adjustments were made. Based on our
consistently applied compensation measure, a large number of our employees were at the median compensation level. The
median employee was determined using a statistical sampling of this group. “Total Annual Compensation” of our CEO and median
employee for purposes of the pay ratio was based on compensation reportable in the Summary Compensation Table, according to
applicable rules, instructions, and interpretations.
As of December 31, 2024, we had approximately 34,300 worldwide employees (including temporary and seasonal employees) with
a significant global manufacturing labor workforce of approximately
25,100
employees (73% of our total workforce). Approximately
29,600
employees (
86
% of our total workforce) are located outside the United States, a majority of whom are employed in our
manufacturing plants. Market levels of pay and wage rates are dramatically lower for foreign countries in which Mattel has
manufacturing facilities. The Total Annual Compensation of our global median employee, determined in accordance with Item
402(u) of the SEC’s Regulation S-K, was $9,384. The global median employee worked in our manufacturing facility in China.
The 2024 Total Annual Compensation of our CEO was $37,802,590, as reported in the Summary Compensation Table, which
resulted in a pay ratio of 4,028:1 when compared to the 2024 Total Annual Compensation for our global median employee of
$9,384.
We believe that there are a number of reasons why our pay ratio is not comparable to that of other companies, including that other
companies may have a median employee that works in the United States, may outsource manufacturing, may have different types
of workforces, may operate in different countries, or may utilize different compensation practices. Further, in calculating their own
pay ratios, other companies may utilize methodologies, exclusions, estimates, and assumptions that substantially differ from
Mattel’s calculation methodology.
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain
financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how
the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation
Discussion and Analysis.”
|
Year
|
Summary
Compensation
Table Total for
Principal
Executive
Officer
(“PEO”)
(1)
($)
|
Compensation
Actually Paid to
PEO
(2)
($)
|
Average
Summary
Compensation
Total for Non-
PEO NEOs
(3)
($)
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs
(4)
($)
|
Value of Initial Fixed $100
Investment Based On:
|
Net Income
(7)
($)
|
MIP-Adjusted
EBITDA Less
Capital Charge
(8)
($)
|
|
|
Total
Stockholder
Return
(5)
($)
|
Peer Group
Total
Stockholder
Return
(6)
($)
|
|||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|
2024
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
|
|
2022
|
|
(
|
|
|
|
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
the “Summary Compensation Table.”
total compensation actually realized or received by Mr. Kreiz. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for
each year, adjusted as shown in the table immediately be
low
with respect to fiscal year 2024
. Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation
assumptions used to calculate fair values were determined in a consistent manner and did not materially differ from those disclosed at the time of grant, other than for outstanding Performance
Units, which uses actual performance achievement of 46% of target for the 2022-2024 LTIP Performance Units and assumes performance achievement of 101% and 78% of target for the
2023-2025 LTIP Performance Units and 2024-2026 LTIP Performance Units, respectively.
|
78
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
|
Compensation Actually Paid to PEO
|
2024
|
2023
|
2022
|
2021
|
2020
|
|
Summary Compensation Table Total
|
|
|
|
|
|
|
Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation
Table
|
(
|
(
|
(
|
(
|
(
|
|
Less, Change in Pension Value reported in Summary Compensation Table
|
|
|
|
|
|
|
Plus, year-end fair value of outstanding and unvested equity awards granted in the year
|
|
|
|
|
|
|
Plus, fair value as of vesting date of equity awards granted and vested in the year
|
|
|
|
|
|
|
Plus (less), year over year change in fair value of outstanding and unvested equity awards
granted in prior years
|
(
|
|
(
|
|
|
|
Plus (less), change in fair value from prior year-end to vesting date of equity awards
granted in prior years that vested in the year
|
(
|
|
|
|
(
|
|
Less, prior year-end fair value for any equity awards forfeited in the year
|
|
|
|
|
|
|
Plus, pension service cost for services rendered during the year
|
|
|
|
|
|
|
Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting
if not otherwise included in the Summary Compensation Table Total for the covered fiscal
year
|
|
|
|
|
|
|
Compensation Actually Paid to PEO
|
|
|
(
|
|
|
(3)
The amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr. Kreiz) in the “Total” column of the Summary Compensation Table in
each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2024, Messrs. DiSilvestro, Totzke, Anschell, and Isaias; (i) for
2023, Messrs. DiSilvestro, Totzke, Anschell, and Isaias, and R
ichard Dickson, our former President and Chief Operating Officer; (ii) for 2022, Messrs. Dickson, DiSilvestro, Totzke, and
Anschell; (iv) for 2021, Messrs. Dickson, DiSilvestro, Totzke, and Anschell and (v) for 2020, Messrs. Totzke, DiSilvestro, and Isaias, and Joseph Euteneuer, our former Chief Financial Officer.
of Regulation S-K. In accordance with these rules, these amounts reflect average “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown
below
with respect to fiscal year 2024.
Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values were
determined in a consistent manner and did not materially differ from those disclosed at the time of grant, other than for outstanding Performance Units, which uses actual performance
achievement of 46% of target for the 2022-2024 LTIP Performance Units and assumes performance achievement of 101% and 78% of target for the 2023-2025 LTIP Performance Units and
2024-2026 LTIP Performance Units, respectively.
|
Average Compensation Actually Paid to Non-PEO NEOs
|
2024
|
2023
|
2022
|
2021
|
2020
|
|
Average Summary Compensation Table Total
|
|
|
|
|
|
|
Less, average value of “Stock Awards” and “Option Awards” reported in Summary
Compensation Table
|
(
|
(
|
(
|
(
|
(
|
|
Less, average Change in Pension Value reported in Summary Compensation Table
|
|
|
|
|
|
|
Plus, average year-end fair value of outstanding and unvested equity awards granted in the
year
|
|
|
|
|
|
|
Plus, average fair value as of vesting date of equity awards granted and vested in the year
|
|
|
|
|
|
|
Plus (less), average year over year change in fair value of outstanding and unvested equity
awards granted in prior years
|
(
|
|
(
|
|
|
|
Plus (less), change in average fair value from prior year-end to vesting date of equity
awards granted in prior years that vested in the year
|
(
|
(
|
|
|
(
|
|
Less, prior year-end fair value for any equity awards forfeited in the year
|
|
(
|
|
|
(
|
|
Plus, average pension service cost for services rendered during the year
|
|
|
|
|
|
|
Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting
if not otherwise included in the Summary Compensation Table Total for the covered fiscal
year
|
|
|
|
|
|
|
Average Compensation Actually Paid to Non-PEO NEOs
|
|
|
|
|
|
(5)
TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s
share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of
the measurement period for each year in the table is December 31, 2019.
(7)
The amounts reported represent the amount of Net Income, in millions, reflected in the Company’s audited financial statements for the applicable year.
Description of Certain Relationships between Information
Presented in the Pay versus Performance Table
As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation
programs reflect a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align
executive compensation with Company performance, all of those Company measures are not presented in the Pay versus
Performance table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not
specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with
SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the
relationships between information presented in the Pay versus Performance table.
|
2025 Proxy Statement
|
79
|
|
80
|
Mattel, Inc.
|
|
|
Compensation at Mattel
|
As described in greater detail under “Compensation Discussion and Analysis,” the Company’s executive compensation programs
reflect a variable pay-for-performance philosophy. The metrics that the Company uses for both our short- and long-term incentives
are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most
important financial performance measures used by the Company to link executive compensation actually paid to the Company’s
NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
1.
MIP-Adjusted EBITDA Less Capital Charge
2.
MIP-Adjusted Net Sales
3.
MIP-Adjusted Gross Margin
Report of the Compensation Committee
The Compensation Committee reviewed and discussed Mattel’s Compensation Discussion and Analysis with Mattel’s
management. Based on this review and discussion, the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into Mattel’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2024.
COMPENSATION COMMITTEE
Dr. Judy Olia
n (Chair)
Roger Lynch
Dawn Ostroff
March 19, 2025
|
2025 Proxy Statement
|
81
|
Amendment to Restated Certificate
of Incorporation
Proposal 4: Approval of an Amendment to Our
Restated Certificate of Incorporation to Provide
for Officer Exculpation as Permitted by
Delaware Law
|
|
The Board recommends a vote FOR approval of the amendment to our Restated Certificate of Incorporation
to provide for officer exculpation as permitted by Delaware law
|
The State of Delaware, where the Company is incorporated, amended the Delaware General Corporation Law in 2022 to permit
Delaware corporations to exculpate certain of their officers, thereby enabling companies to eliminate the monetary liability of certain
officers in certain circumstances, similar to, but more limited than, the protection already afforded to directors under our current
Restated Certificate of Incorporation (the “Certificate”). In line with the update to Delaware law, we are seeking stockholder
approval to amend the Certificate to extend exculpation to the Company’s officers to the fullest extent permitted by Delaware law
(the “Proposed Amendment”). While the Proposed Amendment also includes conforming changes to the existing exculpation
provision related to the Company’s directors as set forth in Article SIXTH of the Certificate, the current exculpation protections
provided to the directors will remain unchanged as a result of the Proposed Amendment.
Purpose and Effect of the Proposed Amendment
The Proposed Amendment is a result of the Board’s ongoing review of corporate governance best practices taking into account
recent changes in Delaware law. In developing the Proposed Amendment, the Board (including all members of the Governance
and Social Responsibility Committee) carefully considered the effect of amending the Certificate to provide for officer exculpation
as permitted by Delaware law.
In order to better position the Company to continue to attract and retain qualified and experienced officers, the Board believes that
it is important to extend exculpation protection to officers, to the fullest extent permitted by Delaware law. In the absence of such
protection, such individuals might be deterred from serving as officers due to exposure to personal liability and the risk of incurring
substantial expense in defending lawsuits, regardless of merit.
The nature of their role often requires officers to make decisions on crucial matters, frequently in response to time-sensitive
opportunities and challenges, which can create substantial risk of lawsuits that seek to impose liability with the benefit of hindsight,
irrespective of their merit. Aligning the exculpation protections provided to our officers with those provided to our directors, to the
extent such protections are permitted by Delaware law, will further empower officers to exercise their business judgment and
advance stockholder interests, without the potential distractions posed by the risk of personal liability.
The Board believes that the Proposed Amendment strikes the appropriate balance between furthering our goals of attracting and
retaining quality officers and promoting accountability to stockholders because, consistent with the update to Delaware law, the
Proposed Amendment would exculpate officers only in connection with direct claims brought by stockholders, including class
actions, but would not eliminate or limit liability with respect to any of the following:
•
breach of fiduciary duty claims brought by the Company itself;
•
derivative claims brought by stockholders in the name of the Company;
•
any claims involving breach of the duty of loyalty to the Company or our stockholders;
•
any claims involving acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the
law; or
•
any claims involving transactions from which the officer derived an improper personal benefit.
|
82
|
Mattel, Inc.
|
|
|
Amendment to Restated Certificate of Incorporation
|
Consistent with the provision currently applicable to our directors, the Proposed Amendment also provides that if Delaware law is
further amended to eliminate or limit the liability of officers, the liability of such officers will be limited or eliminated to the fullest
extent permitted by law, as so amended.
Additionally, in accordance with Delaware law, under the Proposed Amendment, the only officers who would be eligible for
exculpation would be (i) anyone serving as our President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
Chief Legal Officer, Chief Accounting Officer, Controller, or Treasurer, (ii) any other named executive officers, and (iii) any other
officer who has consented to service of process in Delaware by written agreement.
Taking into account the narrow class and type of claims for which officers would be exculpated and the benefits the Board believes
would accrue to the Company and our stockholders, which include (i) enhancing our ability to continue to attract and retain talented
officers and (ii) potentially reducing future litigation costs associated with frivolous lawsuits, the Board has declared the Proposed
Amendment to be advisable and has determined that it is in the best interests of the Company and our stockholders.
Additional Information
The general description of the Proposed Amendment set forth above is qualified in its entirety by reference to the text of the
Proposed Amendment, which is attached as Appendix A to these proxy materials.
The Proposed Amendment is binding. If Proposal 4 is approved, the Company intends to file a Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware, which will become effective at the time of the filing. The Board reserves the
right to elect to abandon the Proposed Amendment at any time before it becomes effective even if it is approved by the
stockholders. If Proposal 4 is not approved by the requisite vote, then a Restated Certificate of Incorporation will not be filed with
the Secretary of State of the State of Delaware, Article SIXTH will remain unchanged, and our officers will not be entitled to
exculpation under the Delaware General Corporation Law.
|
2025 Proxy Statement
|
83
|
Stockholder Proposal
Proposal 5:
Stockholder Proposal
to Disclose Plan to Reduce Total Contribution
to Climate Change
|
The Board recommends a vote AGAINST Proposal 5.
|
John Chevedden, whose address is 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, has requested that the following
proposal be included in this Proxy Statement and has indicated that he intends to bring such proposal before the 2025 Annual
Meeting of Stockholders. Mr. Chevedden has submitted documentation indicating that he is the beneficial owner of at least 200
shares of Mattel common stock and has advised Mattel that he intends to continue to hold the requisite amount of shares through
the date of the 2025 Annual Meeting. Mr. Chevedden’s proposal and his related supporting statement are followed by a
recommendation from the Board of Directors. The Board of Directors disclaims any responsibility for the content of the proposal
and the statement in support of the proposal, which are presented in the form received from the stockholder.
Proposal 5 - Disclose Plan to Reduce Total Contribution to Climate Change
WHEREAS: The Intergovernmental Panel on Climate Change has advised that greenhouse gas (GHG) emissions must be halved
by 2030 and reach net zero by 2050 in order to limit global warming to 1.5 °C. Every incremental increase in temperature above
1.5 °C will entail increasingly severe physical, transition, and systemic risks for companies and investors alike. Up to 18% of global
economic value could be lost by 2050.
1
In its 10-K, Mattel (“the Company”) acknowledges that “the effects of global climate change create financial, operational, and
reputational risks to Mattel’s business,” such as potential supply chain disruptions and increased production costs. Despite
acknowledging these risks, the proponent believes the Company’s mitigation strategy falls short of what is needed to shield Mattel
and its investors from climate-related risks.
While Mattel has set emissions reduction targets covering its scope 1 and 2 emissions, the Company does not disclose its scope 3
emissions and has not set scope 3 targets. By contrast, competitors like Hasbro and LEGO have set targets validated by the
Science Based Targets initiative (SBTi) that cover both their operational and value chain emissions. LEGO’s scope 3 emissions
comprise almost 99% of its total emissions footprint, and, in order to mitigate the associated climate risk, LEGO is requiring its
largest suppliers to set GHG reduction targets by 2026.
2
Similar to LEGO, the majority of Mattel’s emissions likely also stem from
the Company’s value chain.
Enhanced climate disclosure and risk mitigation measures may help Mattel prepare for upcoming climate disclosure requirements.
Regulations such as climate disclosure laws in California and the European Union’s Corporate Sustainability Reporting Directive
may require the Company to disclose its scope 3 emissions and additional information about how it is mitigating climate risk.
The proponent believes that actions such as disclosing material value chain emissions and adopting science-based emissions
reduction targets will help investors better understand the Company’s climate-related risks and opportunities and may help
Mattel reap benefits from increased efficiency, lower energy costs, more resilient supply chains, and better preparation for
climate-related regulations.
RESOLVED: Shareholders request that Mattel issue a report (at reasonable cost, omitting proprietary information) describing if,
and how, it plans to increase the scale, pace, and rigor of its efforts to reduce its total contribution to climate change and align with
the Paris Agreement’s ambition of limiting global temperature rise.
SUPPORTING STATEMENT: In the report shareholders seek information, at board and management discretion, on the relative
benefits and drawbacks of integrating the following actions:
•
Disclosing material scope 3 emissions;
•
Adopting science-based GHG emission reduction targets for the Company’s full range of operational and value chain emissions,
taking into consideration criteria used by advisory groups like the SBTi;
•
Adopting supporting targets for supply chain engagement, renewable energy, energy efficiency, or other measures deemed
appropriate by management.
(1)
https://www.swissre.com/media/press-release/nr-20210422-economics-of-climate-change-risks.html
(2)
https://trellis.net/article/lego-sets-stricter-emissions-reductions-requirements-suppliers/
|
84
|
Mattel, Inc.
|
|
|
Stockholder Proposal
|
Board’s Statement AGAINST Stockholder Proposal
The Board recommends that stockholders vote AGAINST this stockholder proposal for the following reasons:
Mattel Already Maintains—and is Executing Against—A Well-Tailored and Evolving Climate Strategy That Supports Our
Business Objectives and Stockholder Value Creation
Mattel is committed to being a responsible corporate citizen. We believe that Mattel can create value for our stockholders and, at
the same time, contribute to a better future for the next generation. For example, by promoting Responsible Sourcing and
Production, we aim to foster a safe and healthy workplace, increase energy efficiency, and optimize our resource use, which are
important to supporting supply chain resiliency and driving operational efficiencies.
We describe these efforts on our dedicated webpage at https://corporate.mattel.com/responsible-sourcing-and-production. These
disclosures include detail on how we continue to strive to optimize our resource use in operations to reduce environmental impact
throughout our supply chain, in support of our goal to reduce absolute Scope 1 and 2 greenhouse gas (“GHG”) emissions 50% by
2030 compared to a 2019 baseline.
1
To achieve this, we are currently using multiple levers, including reducing the amount of
energy we consume through building and equipment upgrades, more automated controls, as well as purchasing electricity (through
power purchase agreements) from renewable sources. In addition, we continue to look for ways to enhance the energy efficiency of
our operations, including exploring innovative solutions such as installing solar panels and upgrading buildings.
Mattel Provides Meaningful Disclosures Regarding our Efforts to Mitigate Climate-Related Risks, and in 2025 Began
Disclosing Scope 3 GHG Emissions and Obtained Third-Party Limited Assurance Covering All GHG Scopes
We recognize the importance of sharing our climate-related strategy, goals, and progress with stockholders and other
stakeholders. Over the past several years, Mattel has published our goals and progress on our operational (Scope 1 and 2) GHG
emissions. Additionally, we regularly communicate and solicit feedback on our strategy as part of our robust stockholder
engagement efforts.
Our most recent climate-related disclosures, which are published on our website at https://corporate.mattel.com/operating-with-
care, mark a significant milestone and specifically address key requests of the proposal, as we have expanded GHG emissions
reporting beyond Scope 1 and 2 to include absolute value chain (Scope 3) GHG emissions and obtained third-party limited
assurance letters covering each of Scope 1, 2, and 3 GHG emissions. Our Scope 3 reporting, which we began disclosing in
February 2025, establishes a baseline for measuring Scope 3 GHG emissions progress going forward. These disclosures also
detail the key performance indicators that help us track and work toward reducing our environmental impact, consistent with
consumer expectations.
The Proposal is Unnecessary and Preparation of the Requested Report Would Divert Management and Board Attention
and Company Assets
Through the efforts of our employees and management, and under the oversight of the Board’s Governance and Social
Responsibility Committee, Mattel has already established a well-tailored climate-related strategy and reporting process aligned with
our business objectives, including quantitative and time-bound goals, which support our efforts to be a responsible corporate citizen
and promote transparency on our climate-related strategy, goals, and progress.
In light of our existing disclosure and reporting regarding our sustainability strategy, after careful consideration of the proposal, the
Board believes that the additional reporting and initiatives requested by the proposal are unnecessary and would not provide
stockholders with meaningful additional information. Moreover, the Board does not believe that preparation of the additional report
would further enhance our sustainability strategy or our efforts to proactively address climate-related risk or help inform strategic
decision-making. Instead, producing another report regarding Mattel’s sustainability practices is unnecessary and would divert the
time and attention of management and the Board, as well as company resources, from our ongoing efforts to implement our
sustainability strategy, which we believe best serves the interests of our stockholders.
(1)
Absolute Scope 1 and 2 GHG emissions is defined as total Scope 1 GHG emissions from on-site fossil fuel consumption, fleet fuel consumption, and fugitive emissions from refrigerants, and
total Scope 2 GHG emissions from purchased electricity, steam, heat, or cooling. Applies to all Mattel-owned and/or -operated sites, including manufacturing facilities, dormitories, distribution
centers, warehouses, retail stores, and corporate locations over 20,000 square feet.
Recommendation
THE BOARD RECOMMENDS A VOTE
AGAINST
THE PROPOSAL.
|
2025 Proxy Statement
|
85
|
Stock Ownership and Reporting
Principal
Stockholders
As of March 17, 2025
,
the only persons known by Mattel to own beneficially, or to be deemed to own beneficially, more than 5% of
Mattel common stock were as follows:
|
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent Owned
(1)
|
|
|
EdgePoint Investment Group Inc.
150 Bloor Street West, Suite 500
Toronto, Ontario M5S 2X9, Canada
|
46,174,919
|
(2)
|
14.3
%
|
|
PRIMECAP Management Company
177 E. Colorado Blvd., 11th Floor
Pasadena, California 91105
|
41,178,489
|
(3)
|
12.8%
|
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
|
34,718,241
|
(4)
|
10.8
%
|
|
BlackRock, Inc.
50 Hudson Yards
New York, New York 10001
|
30,397,405
|
(5)
|
9.4
%
|
(1)
The percentages shown are based on
322,907,308
shares of Mattel common stock outstanding as of March 17, 2025 and may differ from the percentages reflected in the filings referenced
below.
(2)
As reported in a
Schedule13G/A
, filed with the SEC on
February 14, 2025
by
EdgePoint Investment Group Inc.
, reporting beneficial ownership as of December 31, 2024. The
Schedule13G/A
states that
EdgePoint Investment Group Inc.
has
sole voting power as to 33,739,547 shares, shared voting power as to 12,435,372 shares, sole dispositive power as to 33,739,547 shares, and
shared dispositive power as to 12,435,372 shares
.
(3)
As reported in a
Schedule 13G
, filed with the SEC on
February 12, 2024
by
PRIMECAP Management Company
, reporting beneficial ownership as of December 31, 2023. The
Schedule 13G
states that
PRIMECAP Management Company
has
sole voting power as to 40,527,173 shares and sole dispositive power as to 41,178,489 shares
.
(4)
As reported in a
Schedule 13G/A
, filed with the SEC on
June 10, 2024
by
The Vanguard Group
, reporting beneficial ownership as of December 31, 2023. The
Schedule 13G/A
states that
The
Vanguard Group
has
shared voting power as to 123,103 shares, sole dispositive power as to 34,250,010 shares, and shared dispositive power as to 468,231 shares
.
(5)
As reported in a
Schedule 13G/A
, filed with the SEC on
January 25, 2024
by
BlackRock, Inc.
, reporting beneficial ownership as of December 31, 2023. The
Schedule 13G/A
states that
BlackRock, Inc.
has
sole voting power as to 29,682,861 shares and sole dispositive power as to 30,397,405 shares
.
|
86
|
Mattel, Inc.
|
|
|
Stock Ownership and Reporting
|
Security Ownership of Management and the Board
The following
table
sets forth information regarding the beneficial ownership of Mattel common stock as of March 17, 2025, by (i)
our NEOs, as described under the section “Compensation Discussion and Analysis,” (ii) each current non-employee director, and
(iii) all current directors and executive officers of Mattel as a group:
|
Name of Beneficial Owner
|
Current Position with Mattel
|
Amount and Nature
of Beneficial
Ownership
(1)(2)
|
Percent Owned
(3)
|
|
NEOs
|
|||
|
Ynon Kreiz
|
Chairman and Chief Executive Officer
|
3,561,451
|
1.1
%
|
|
Anthony DiSilvestro
|
Chief Financial Officer
|
495,667
|
*
|
|
Steve Totzke
|
President and Chief Commercial Officer
|
736,344
|
*
|
|
Jonathan Anschell
|
EVP, Chief Legal Officer, and Secretary
|
141,253
|
*
|
|
Roberto Isaias
|
EVP and Chief Supply Chain Officer
|
341,951
|
*
|
|
Current Non-Employee Directors
|
|||
|
Adriana Cisneros
|
Director
|
22,232
|
*
|
|
Diana Ferguson
|
Director
|
18,957
|
*
|
|
Julius Genachowski
|
Director
|
—
|
*
|
|
Prof. Noreena Hertz
|
Director
|
—
|
*
|
|
Soren Laursen
|
Director
|
57,787
|
*
|
|
Roger Lynch
|
Director
|
15,347
|
*
|
|
Dominic Ng
|
Director
|
9,500
|
*
|
|
Dr. Judy Olian
|
Director
|
43,861
|
*
|
|
Dawn Ostroff
|
Director
|
—
|
*
|
|
All current Directors and Executive Officers, as a group (15 persons)
|
5,444,350
|
1.7
%
|
|
*
Represents less than 1% of the outstanding shares of Mattel common stock as of March 17, 2025.
(1)
Except as otherwise noted, the directors and executive officers named above have sole voting power and investment power with respect to all shares of common stock shown as beneficially
owned by them, subject to community property laws where applicable, as of March 17, 2025. None of the shares listed are pledged shares in accordance with Mattel’s Insider Trading Policy.
(2)
Includes (i) shares which the individuals shown have the right to acquire upon vesting of RSUs, or upon exercise of vested stock options, as of March 17, 2025 or within 60 days thereafter,
including deferred RSUs that would be acquired in connection with the individual’s separation from service, and (ii) shares held through the Mattel Company Stock Fund of the Mattel, Inc.
Personal Investment Plan, a 401(k) tax-qualified savings plan, as set forth in the following table.
|
Name of Beneficial Owner and Current Position with Mattel
|
Stock
Options
|
RSUs
|
401(k)
Shares
|
|
NEOs
|
|||
|
Ynon Kreiz,
Chairman and Chief Executive Officer
|
2,066,518
|
47,347
|
—
|
|
Anthony DiSilvestro,
Chief Financial Officer
|
241,642
|
54,351
|
—
|
|
Steve Totzke,
President and Chief Commercial Officer
|
574,726
|
45,715
|
19,099
|
|
Jonathan Anschell,
EVP, Chief Legal Officer, and Secretary
|
46,349
|
32,433
|
—
|
|
Roberto Isaias,
EVP and Chief Supply Chain Officer
|
193,065
|
33,810
|
—
|
|
Current Non-Employee Directors
|
|||
|
Adriana Cisneros
|
—
|
—
|
—
|
|
Diana Ferguson
|
—
|
—
|
—
|
|
Julius Genachowski
|
—
|
—
|
—
|
|
Prof. Noreena Hertz
|
—
|
—
|
—
|
|
Soren Laursen
|
—
|
—
|
—
|
|
Roger Lynch
|
—
|
—
|
—
|
|
Dominic Ng
|
—
|
—
|
—
|
|
Dr. Judy Olian
|
—
|
—
|
—
|
|
Dawn Ostroff
|
—
|
—
|
—
|
|
All current Directors and Executive Officers, as a group (15 persons)
|
3,122,300
|
213,656
|
19,099
|
(3)
The percentages shown are based on
322,907,308
shares of Mattel common stock outstanding as of March 17, 2025.
|
2025 Proxy Statement
|
87
|
Equity Compensation Plan Information
The following
table
provides information as of December 31, 2024 regarding existing compensation plans under which equity
securities of Mattel are authorized for issuance.
|
Plan Category
|
(a) Number of Securities
to Be Issued upon Exercise
of Outstanding Options,
Warrants and Rights
|
(b) Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
(c) Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a))
|
||||
|
Equity compensation plans approved
by security holders
(1)
|
22,319,381
|
(2)
|
$
19.69
|
(3)
|
22,776,729
|
(4)
|
|
|
Equity compensation plans not approved
by security holders
(5)
|
181,812
|
(6)
|
—
|
—
|
|||
|
Total
|
22,501,193
|
$
19.69
|
(3)
|
22,776,729
|
|||
(1)
Consists of the Amended 2010 Plan.
(2)
Represents (i) 10,566,211 shares of Mattel common stock to be issued upon exercise of outstanding options, (ii) 6,241,596 shares subject to outstanding RSUs, (iii) 271,620 shares issued
from outstanding Performance Units on February 3, 2025 that were earned as of December 31, 2024 under the 2022-2024 LTIP but required continued employment through the issuance date,
and (iv) 5,239,954 shares issuable from outstanding Performance Units assuming maximum achievement of performance-related conditions. Comparatively, there would be 2,619,977 shares
issuable from outstanding Performance Units if target performance were assumed.
(3)
Represents the weighted-average exercise price of outstanding options and is calculated without taking into account the shares of common stock subject to outstanding RSUs and
Performance Units that become issuable without any cash payment required for such shares.
(4)
Represents the number of securities remaining available for issuance under our Amended 2010 Plan assuming maximum achievement of performance goals in the case of outstanding and
unearned Performance Units. Comparatively, there would be 26,706,694 shares available for issuance if we assumed target achievement of applicable performance goals with respect to
outstanding and unearned Performance Units.
(5)
Consists of the DCP and Director DCP (collectively, the “Deferred Compensation Plans”). Under our Deferred Compensation Plans, participating employees and directors may elect to defer
compensation and, under the DCP, participating employees are credited with contributions from Mattel. Participants in the Deferred Compensation Plans may direct the manner in which the
deferred amounts will be deemed invested, including in a Mattel stock equivalent account representing hypothetical shares of Mattel common stock, which are “purchased” based on the
market price prevailing at the time of the deemed purchase. When distributions are made in accordance with the Deferred Compensation Plans, the portion attributable to a participant’s Mattel
stock equivalent account is distributed in the form of shares of Mattel common stock.
(6)
Represents 181,812 shares credited to the accounts of participants under our Deferred Compensation Plans.
|
88
|
Mattel, Inc.
|
|
|
2025 Annual Meeting and
Voting Information
General Meeting Information
Mattel’s 2025 Annual Meeting will be conducted exclusively via live webcast on
May 28, 2025
at 1:00 p.m. (Los Angeles time).
Stockholders of record as of the close of business on
March 31, 2025
will be able to attend the 2025 Annual Meeting, vote, and
submit questions during the meeting via live webcast by visiting
www.virtualshareholdermeeting.com/MAT2025
. To participate in
the meeting, stockholders of record must have the 16-digit control number that is shown on your Notice of Internet Availability of
Proxy Materials (“Notice”) or on your proxy card if you receive the proxy materials by mail. If your shares are held in street name
and your voting instruction form or Notice indicates that you may vote those shares through the http://www.ProxyVote.com website,
then you may access, participate in, and vote at the 2025 Annual Meeting with the 16-digit control number indicated on that voting
instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker, or other
nominee (preferably at least five days before the 2025 Annual Meeting) and obtain a “legal proxy” in order to be able to attend,
participate in, or vote at the 2025 Annual Meeting. You will not be able to attend the 2025 Annual Meeting in person.
Stockholders participating in Mattel’s 2025 Annual Meeting may, after entering the 16-digit control number on the Notice or proxy
card, submit questions during the meeting. After the business portion of the meeting concludes and the meeting is adjourned, we
will answer questions submitted during the 2025 Annual Meeting that are pertinent to the Company and that comply with the
meeting rules of conduct, as time permits. If there is not sufficient time to answer all proper questions received at the meeting (if
pertinent to Company matters and otherwise appropriate under Mattel’s rules of conduct), we will post responses on our Investor
Relations website following the 2025 Annual Meeting.
The Board is soliciting proxies to be voted at the 2025 Annual Meeting. As permitted by the SEC, Mattel is providing most
stockholders with access to our proxy materials over the Internet rather than in paper form. Accordingly, on April 3, 2025, we will
begin mailing a Notice containing instructions on how to access the proxy materials over the Internet to most stockholders, and
mail printed copies of the proxy materials to the rest of our stockholders. A similar notice will be sent by brokers, banks, and other
nominees to beneficial owners of shares for which they are the record holder. If you received a Notice by mail, you will not receive
a printed copy of the proxy materials by mail. Instead, the Notice instructs you on how to access and review all of the important
information contained in the Proxy Statement and the 2024 Annual Report. The Notice also instructs you on how you may submit
your proxy to vote via the Internet. If you received the Notice and would like to receive a printed copy of our proxy materials, you
should follow the instructions for requesting such printed materials contained in the Notice.
To assist us in saving money and to serve you more efficiently, we encourage you to have all your accounts registered in the same
name and address by contacting Mattel’s transfer agent, Computershare Trust Company, N.A., at 1-888-909-9922.
Important Notice Regarding the Availability of Proxy
Materials for the 2025 Annual Meeting
This Proxy Statement and our 2024 Annual Report are available on our website at https://investors.mattel.com/financials/
annual-reports.
This website address contains the following documents: this Proxy Statement, the Notice of the 2025 Annual
Meeting, and our 2024 Annual Report. You are encouraged to access and review all of the important information contained in the
proxy materials before voting.
Additional copies of the 2024 Annual Report are available at no charge on written request. To obtain additional copies of the 2024
Annual Report, please contact us at:
c/o Secretary
TWR 15-1
Mattel, Inc.
333 Continental Boulevard
El Segundo, CA 90245-5012
|
2025 Proxy Statement
|
89
|
Log-in Instructions and Access to the 2025 Annual Meeting
To attend the 2025 Annual Meeting, stockholders will need to log in to
www.virtualshareholdermeeting.com/MAT2025
using the 16-
digit control number on the Notice or proxy card.
The live audio webcast of the 2025 Annual Meeting will begin promptly at 1:00 p.m. (Los Angeles time). Online access to the audio
webcast will open approximately 15 minutes prior to the start of the meeting to allow time for stockholders to log in and test their
devices’ audio system. We encourage our stockholders to access the meeting in advance of the designated start time.
Who is Entitled to Vote
The Board has set
March 31, 2025
as the record date for the 2025 Annual Meeting. If you were a stockholder at the close of
business on the record date, then you are entitled to receive notice of, and to vote at, the 2025 Annual Meeting.
As of the close of business on the record date, 322,913,303 shares of Mattel common stock were outstanding. At the 2025 Annual
Meeting, each share of common stock will be entitled to one vote on each matter.
How to Vote if You are the Record Holder of Your Stock
If you are the record holder of your stock, you may submit your proxy to vote via the Internet, by telephone, or by mail or you may
attend the virtual meeting and vote electronically during the meeting.
Internet and Telephone Voting Before the Virtual Meeting
To submit your proxy via the Internet, follow the instructions on the Notice or go to the Web address stated on your proxy card. To
submit your proxy by telephone, call the toll-free number on your proxy card.
Voting by Mail Before the Virtual Meeting
As an alternative to submitting your proxy by telephone or via the Internet, you may submit your proxy by mail. If you received only
the Notice, you may follow the procedures outlined in such Notice to request a paper copy of the proxy materials, including a proxy
card to submit your proxy by mail.
If you received a paper copy of the proxy materials and wish to submit your proxy by mail, simply mark your proxy card, date, sign,
and return it in the postage-prepaid envelope provided. If you do not have the prepaid envelope, please mail your completed proxy
card to the following address: Mattel, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
Voting During the Virtual Meeting
During the meeting, stockholders may, after demonstrating proof of stock ownership by entering the 16-digit control number on the
Notice or proxy card, vote their shares online at
www.virtualshareholdermeeting.com/MAT2025
.
How to Vote if a Bank, Broker, or Other Nominee is the
Record Holder of Your Stock
If a bank, broker or other nominee was the record holder of your stock on the record date, you will be able to instruct your bank,
broker, or other nominee on how to vote by following the instructions on the voting instruction form or notice that you receive from
your bank, broker or other nominee.
Broker Voting and Broker Non-Votes
The term “broker non-votes” refers to shares held by a bank, broker or other nominee (for the benefit of its client) that are
represented at the 2025 Annual Meeting, but with respect to which such bank, broker or nominee has not been instructed to vote
by the beneficial holder on a particular proposal and does not have discretionary authority to vote on that proposal (or has
discretionary voting power but chooses not to exercise it). Banks, brokers, and nominees do not have discretionary voting authority
on certain matters and, accordingly, may not vote on such matters absent instructions from you, as the beneficial holder.
Broker non-votes are not considered as votes cast and will not be counted in determining the outcome on the election of directors
or on any other proposals. If you hold your shares in “street name” or through a broker, it is important that you give your broker
your voting instructions by following the instructions on the voting instruction form or notice that you receive from your bank, broker,
or other nominee or vote your shares yourself by submitting a legal proxy from your broker or other nominee as the record holder
authorizing you to vote the shares and a letter from your broker or other nominee showing that you were the beneficial owner of
your shares on the record date.
|
90
|
Mattel, Inc.
|
|
|
2025 Annual Meeting and Voting Information
|
Quorum and How Votes are Counted
In order for there to be a vote on any matter at the 2025 Annual Meeting, there must be a quorum. In order to have a quorum, the
holders of a majority of the voting power of shares of stock entitled to vote at the 2025 Annual Meeting must be present online at
the virtual meeting or by proxy. In determining whether we have a quorum at the 2025 Annual Meeting, we will count shares that
are voted as well as abstentions and broker non-votes. If we fail to obtain a quorum at the 2025 Annual Meeting, the chair of the
2025 Annual Meeting or the holders of a majority of the shares of stock entitled to vote, present online or by proxy, may adjourn the
meeting to another place, date, or time.
Technical Assistance
Beginning 15 minutes prior to the start of and during the 2025 Annual Meeting, we will have a support team ready to assist
stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties
accessing the meeting during check-in or during the meeting, please call the technical support number that will be posted on the
log-in page at
www.virtualshareholdermeeting.com/MAT2025
.
Votes Required to Elect Directors and Adopt
Other Proposals
The following table summarizes the Board’s voting recommendations for each proposal, the vote required for each proposal to
pass and the effect of abstentions and uninstructed shares on each proposal.
|
Matter
|
The Board’s
Recommendation
|
Voting
Standard
|
Abstentions
|
Broker
Non-Votes
|
||||
|
Proposal 1
|
Election of the ten director nominees named in the Proxy
Statement: Adriana Cisneros, Diana Ferguson, Julius
Genachowski, Prof. Noreena Hertz, Ynon Kreiz, Soren
Laursen, Roger Lynch, Dominic Ng, Dr. Judy Olian, and
Dawn Ostroff
|
FOR
each Director
Nominee
|
|
Majority of
votes cast
|
No effect
|
No effect
|
||
|
Proposal 2
|
Ratification of the selection of PricewaterhouseCoopers
LLP as Mattel’s independent registered public accounting
firm for the year ending December 31, 2025
|
FOR
|
||||||
|
Proposal 3
|
Advisory vote to approve named executive officer
compensation (“Say-on-Pay”)
|
FOR
|
||||||
|
Proposal 4
|
Approval of an amendment to our Restated Certificate of
Incorporation to provide for officer exculpation as
permitted by Delaware law
|
FOR
|
|
Majority of
outstanding
shares
|
Against
|
Against
|
||
|
Proposal 5
|
Stockholder proposal to disclose plan to reduce total
contribution to climate change
|
AGAINST
|
|
Majority of
votes cast
|
No effect
|
No effect
|
||
Election of Directors
Under our Bylaws, in any “uncontested election” of directors (i.e., an election where the number of nominees does not exceed the
number of directors to be elected), as is the case in this election, each director will be elected by the vote of a “majority of the votes
cast,” assuming a quorum is present, meaning that the number of votes cast “for” a director’s election must exceed 50% of the total
votes cast (“for” plus “against”) with respect to that director’s election. Abstentions and broker non-votes do not count as votes cast
“for” or “against” a director’s election and, consequently, will have no effect on a director’s election.
In accordance with our Bylaws, any director nominee who fails to receive a majority of the votes cast for his or her election in an
uncontested election will not be elected. Under Delaware law, however, each director holds office until his or her successor is duly
elected and qualified. For this reason, any nominee currently serving on the Board who fails to receive a majority of the votes cast
for his or her election in an uncontested election will not automatically cease to be a director, but instead will continue to serve on
the Board as a “holdover director” until his or her successor is elected and qualified, or until his or her earlier resignation or
removal. To address this situation, our Bylaws provide that if any incumbent nominee is not elected at an annual meeting of
stockholders and no successor has been elected at the annual meeting, that director must tender his or her resignation to the
Board promptly following the certification of the election results. The Governance and Social Responsibility Committee will make a
recommendation to the Board as to whether or not to accept the tendered resignation. Taking into account the Committee’s
recommendation, the Board will decide whether to accept the resignation and will publicly announce its decision within 90 days
from the date the election results are certified. Any director who tenders his or her resignation will not participate in the
recommendation of the Committee or the decision of the Board with respect to his or her resignation. The Committee, in making its
|
2025 Proxy Statement
|
91
|
recommendation, and the Board, in making its decision, may consider any factors or information that they consider appropriate and
relevant. If the Board declines to accept a director’s resignation, that director will continue to serve on the Board until his or her
successor is elected and qualified, or until the director’s earlier resignation or removal. If the Board accepts a director’s resignation,
then the Board may fill any resulting vacancy by majority vote of the remaining directors or decrease the size of the Board in
accordance with our Bylaws and applicable law.
Ratification of the Selection of PricewaterhouseCoopers LLP, Say-on-Pay
Vote, and Stockholder Proposal
For the ratification of the selection of PricewaterhouseCoopers LLP as Mattel’s independent registered public accounting firm, the
advisory Say-on-Pay vote, and the stockholder proposal to disclose plan to reduce total contribution to climate change, each
proposal requires the affirmative vote of the holders of a majority of the votes cast on such proposal, meaning that the number of
votes “for” such proposal must exceed 50% of the total votes cast (“for” plus “against”) with respect to that proposal. Abstentions
and broker non-votes, if any, will not be counted as votes cast “for” or “against” a proposal and, consequently, will have no effect on
the outcome of any of the proposals to be considered at the 2025 Annual Meeting.
Approval of an Amendment to our Restated Certificate of Incorporation to
Provide for Officer Exculpation as Permitted by Delaware Law
For the approval of an amendment to our Restated Certificate of Incorporation to provide for officer exculpation as permitted by
Delaware law, the proposal requires the majority of votes shares outstanding, meaning that the number of votes “for” such proposal
must exceed 50% of the outstanding shares of Mattel common stock. Abstentions and broker non-votes, if any, will be counted as
votes “against” the proposal.
How Your Proxy Will be Voted
If you are a record holder and submit your proxy without instructions as to how it is to be voted, the proxy holders identified on the
proxy will vote your shares as follows:
•
“FOR”
proposal 1, the election as directors of the ten nominees named in this Proxy Statement;
•
“FOR”
proposal 2, ratification of Mattel’s independent registered public accounting firm;
•
“FOR”
proposal 3, the advisory Say-on-Pay vote;
•
“FOR”
proposal 4, an
amendment to our Restated Certificate of Incorporation to provide for officer exculpation as permitted by
Delaware law
; and
•
“AGAINST”
proposal 5, a stockholder proposal to disclose plan to reduce total contribution to climate change.
If you indicate voting instructions when you submit your proxy, the proxy holders will follow your instructions in casting votes.
Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting
instructions. As a result, if you hold your shares through a broker, we recommend you submit your proxy with instructions as soon
as possible.
The Board does not know of any matters that will come before the 2025 Annual Meeting other than those described in the Notice of
2025 Annual Meeting. If any other matters are properly presented for consideration at the 2025 Annual Meeting, then the proxy
holders will have discretion to vote on such matters as they see fit. This includes, among other things, considering any motion to
adjourn the 2025 Annual Meeting to another time and/or place, including for the purpose of soliciting additional proxies for or
against a given proposal.
How to Change Your Vote or Revoke Your Proxy
If you are the record holder of your stock, you may revoke your proxy at any time before it is voted by:
•
Delivering to the Secretary of Mattel, at or before the taking of the vote at the 2025 Annual Meeting, a written notice of
revocation bearing a later date than your proxy;
•
Signing a later-dated proxy relating to the same shares and delivering it to the Secretary of Mattel at or before the taking of the
vote at the 2025 Annual Meeting;
•
If you submit your proxy by telephone or via the Internet, calling the telephone voting number or visiting the Internet voting site
again and changing your voting instructions, up to 8:59 p.m. (Los Angeles time) or 11:59 p.m. (Eastern time) on May 27, 2025
or for holders of Mattel common stock in the Mattel, Inc. Personal Investment Plan, up to 8:59 p.m. (Los Angeles time) or 11:59
p.m. (Eastern time) on
May 22, 2025
; or
|
92
|
Mattel, Inc.
|
|
|
2025 Annual Meeting and Voting Information
|
•
Participating in the 2025 Annual Meeting online and voting, although online attendance at the 2025 Annual Meeting will not, by
itself, revoke a proxy.
If you are mailing a written notice of revocation or a later proxy, send it to: Secretary, TWR 15-1, Mattel, Inc., 333 Continental
Boulevard, El Segundo, CA 90245-5012.
If you hold your shares through a broker, you must follow directions received from the broker in order to change your voting
instructions or to vote at the 2025 Annual Meeting.
Solicitation of Proxies
Mattel will pay the cost of soliciting proxies for the 2025 Annual Meeting. We expect that proxies will be solicited principally by mail.
Officers and regular employees of Mattel may solicit proxies personally or by telephone, email, or special letter, but they will not
receive any additional compensation for these efforts.
In addition, Mattel has retained MacKenzie Partners, Inc. to assist in connection with the solicitation of proxies from stockholders
whose shares are held in nominee name by various brokerage firms. We estimate the cost of this solicitation to be $
18,500
, plus
out-of-pocket costs, and expenses. Representatives of Broadridge Financial Solutions, Inc. will tabulate votes and act as Inspector
of Election at the 2025 Annual Meeting.
Mattel will reimburse banks, brokerage houses, and other custodians, nominees, and fiduciaries for their reasonable expenses in
forwarding proxy materials or the Notice to the beneficial owners of the shares held by them.
Householding
The SEC rules permit us to deliver a single set of Mattel’s proxy materials to one address shared by two or more of our
stockholders. This delivery method is referred to as “householding” and can result in significant cost savings to Mattel. To take
advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address,
unless we received contrary instructions from the impacted stockholders prior to the mailing date. Each record stockholder that
receives paper copies of the proxy materials will receive a separate proxy card or voting instruction form. Also, householding will
not in any way affect dividend check mailings.
We agree to deliver promptly, upon written or oral request, a separate copy of Mattel’s proxy materials, as requested, to any
stockholder at the shared address to which a single copy of those documents was delivered, at no cost to you. If you prefer to
receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-800-542-1061 or in writing at
Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy
materials for your household, please contact Broadridge at the above phone number or address.
Deadline for 2026 Proposals and Nominations
Stockholder Proposals and Director Nominations
If a stockholder wishes to have a proposal included in the Company’s proxy materials for the 2026 annual meeting of stockholders
(“2026 Annual Meeting”), the proposal must be received by our Secretary at the address set forth below no later than 5:00 p.m.
(Los Angeles time) (the “close of business”) on December 4, 2025 and must otherwise comply with Rule 14a-8 under the
Exchange Act.
Director Nominations Pursuant to Proxy Access Provisions
If a stockholder or group of stockholders wishes to nominate one or more director nominees to be included in the Company’s proxy
materials for the 2026 Annual Meeting pursuant to the proxy access provisions of our Bylaws, proper written notice of any such
nomination must be received by our Secretary at the address set forth below no earlier than the close of business on November 4,
2025 and not later than the close of business on December 4, 2025, and the nominating stockholder(s) and director nominee(s)
must otherwise comply with the requirements specified in our Bylaws. If the date of the 2026 Annual Meeting is more than 30 days
before or more than 60 days after the anniversary of the
2025
Annual Meeting, such notice must be received no earlier than the
close of business on the 150th day prior to such meeting and not later than the close of business on the later of the 120th day prior
to such meeting or the 10th day following the public announcement of the meeting date. Any such notice must include the
information specified in our Bylaws.
|
2025 Proxy Statement
|
93
|
Proposals
to Conduct Business and Director Nominations Pursuant to
Advance Notice Provisions
Under the advance notice provisions of our Bylaws, if a stockholder wishes to present a proposal or nominate a director nominee at
the 2026 Annual Meeting that will not be included in our proxy materials pursuant to Rule 14a-8 or the proxy access provisions of
our Bylaws, proper written notice of such proposal or nomination must be received by our Secretary at the address set forth below
no earlier than the close of business on
January 28, 2026
and not later than the close of business on
February 27, 2026
. If the date
of the 2026 Annual Meeting is more than 30 days before or more than 60 days after the anniversary of the
2025
Annual Meeting,
such notice must be received by our Secretary no earlier than the close of business on the 120th day prior to such meeting and not
later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the public
announcement of the meeting date. Any such notice must include the information specified in our Bylaws (which includes
information required under Rule 14a-19).
All notices of proposals or nominations for the 2026 Annual Meeting must comply with our Bylaws and applicable law and must be
addressed to:
Secretary, TWR 15-1
Mattel, Inc.
333 Continental Boulevard
El Segundo, CA 90245-5012
The chair of the annual meeting of stockholders has the sole authority to determine whether any nomination or other proposal has
been properly brought before the meeting in accordance with our Bylaws. If we receive a proposal other than pursuant to Rule
14a-8 or a nomination for the 2026 Annual Meeting, and such nomination or other proposal is not delivered within the time frame
specified in our Bylaws, then the person(s) appointed by the Board and named in the proxies for the 2026 Annual Meeting may
exercise discretionary voting power if a vote is taken with respect to that nomination or other proposal.
Corporate Information
|
Corporate Headquarters:
|
333 Continental Boulevard, El Segundo, California 90245-5012
|
|
Corporate Website:
|
https://corporate.mattel.com/
|
|
Investor Relations Website:
|
https://investors.mattel.com/
|
|
State of Incorporation:
|
Delaware
|
|
Stock Symbol:
|
NASDAQ: MAT
|
|
94
|
Mattel, Inc.
|
|
|
Glossary of Non-GAAP Financial
Measures and Non-GAAP Reconciliations
Mattel presents certain non-GAAP financial measures within the meaning of the SEC’s Regulation G in this Proxy Statement.
Mattel uses these measures to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its
operating and financial performance, and each is discussed below. Mattel believes that the disclosure of non-GAAP financial
measures provides useful supplemental information to stockholders to be able to better evaluate ongoing business performance
and certain components of Mattel’s results. These measures are not, and should not be viewed as, substitutes for GAAP financial
measures and may not be comparable to similarly titled measures used by other companies. Reconciliations of the non-GAAP
financial measures to the most directly comparable GAAP financial measures are set forth below.
Free Cash Flow
Free cash flow represents Mattel’s net cash flows from for operating activities less capital expenditures. Mattel believes free cash
flow is useful supplemental information for investors to gauge Mattel’s liquidity and performance and to compare Mattel’s business
performance to other companies in our industry. Free cash flow does not represent cash available to Mattel for discretionary
expenditures.
Reconciliation of GAAP and Non-GAAP Financial Measures
|
(In millions)
1
|
|
|
Free Cash Flow
|
2024
|
|
Net Cash Flows Provided by Operating Activities
|
$ 800.6
|
|
Capital Expenditures
|
(202.6)
|
|
Free Cash Flow
|
$ 597.9
|
(1)
Amounts may not sum due to rounding.
|
2025 Proxy Statement
|
95
|
Management Incentive Non-GAAP
Financial
Measures
Mattel presents certain management incentive non-GAAP financial measures in accordance with the plan terms of the 2024 annual
cash incentive plan (“MIP”) or the 2022-2024 LTIP, 2023-2025 LTIP, or 2024-2026 LTIP, as applicable. Each of these management
incentive
non-GAAP
financial measures reflect adjustments for certain items as compared to the comparable GAAP financial
measures. Mattel believes it is important for our stockholders to understand how the management incentive non-GAAP financial
measures were calculated, which are solely utilized to evaluate management performance and compensation.
These measures are not, and should not be viewed as, substitutes for GAAP financial measures and may not be comparable to
similarly titled measures used by Mattel in conjunction with the disclosure of earnings or used by other companies. Refer to the
definitions below to understand how each management incentive non-GAAP financial measure relates to the most directly
comparable GAAP financial measure.
MIP-Adjusted EBITDA
MIP-Adjusted EBITDA represents Mattel’s EBITDA (net income (loss), excluding interest expense, taxes, depreciation and
amortization), adjusted to exclude the equity compensation expense, severance and restructuring expense, financial impact related
to actions taken under the Optimizing For Profitable Growth cost savings program, foreign exchange, certain litigation costs, certain
import duties, impact of any income or expense associated with significant currency devaluations for highly inflationary economies,
and impact as a result of threatened or actual war.
MIP-Adjusted EBITDA Less Capital Charge
MIP-Adjusted EBITDA Less Capital Charge represents MIP-Adjusted EBITDA, less a Capital Charge.
Capital charge is the sum of an account receivable charge and an inventory charge. Each charge represents the product of
multiplying a capital charge rate by the average of each quarter-end balances, adjusted for the impact of foreign exchange.
MIP-Adjusted Net Sales
MIP-Adjusted Net Sales represents Mattel’s net sales, adjusted to exclude the impact of foreign exchange.
MIP-Adjusted Gross Margin
MIP-Adjusted Gross Margin represents reported gross margin, adjusted to exclude the impact of severance and restructuring
expenses, foreign exchange, certain import duties, impact of any income or expense associated with significant currency
devaluations for highly inflationary economies, and impact from threatened or actual war.
Adjusted Free Cash Flow
Adjusted Free Cash Flow represents Mattel’s free cash flow, adjusted to exclude the cash impact of severance and restructuring
expenses, debt refinancing, certain litigation costs, and certain import duties.
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96
|
Mattel, Inc.
|
|
|
Other Matters that May Come Before the
2025 Annual Meeting
As of the date of this Proxy Statement, the Board knows of no business, other than that described in this Proxy Statement, that will
be presented for consideration at the 2025 Annual Meeting. If any other business comes before the 2025 Annual Meeting or any
adjournment or postponement thereof, proxy holders may vote their respective proxies at their discretion.
By Order of the Board of Directors
Jonathan Anschell
Secretary
El Segundo, California
April 3, 2025
|
2025 Proxy Statement
|
97
|
Appendix A
As discussed in Proposal 4, the Company’s Restated Certificate of Incorporation would be amended by replacing Article SIXTH
with the language set forth below:
SIXTH: The Company shall indemnify any and all persons whom it has the power to indemnify pursuant to the
Delaware General Corporation Law against any and all expenses, judgments, fines amounts paid in
settlement, and any other liabilities to the fullest extent permitted by such Law and may, at the discretion of the
Board of Directors, purchase and maintain insurance, at its expense, to protect itself and such persons against
any such expense, judgment, fine, amount paid in settlement or other liability, whether or not the Company
would have the power to so indemnify such person under the Delaware General Corporation Law.
A director or officer of the Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption
from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same
exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Company shall not adversely
affect any right or protection of a director or officer of the Company existing at the time of such repeal
or modification.
(Intentionally Left Blank)
(Intentionally Left Blank)
(Intentionally Left Blank)
TABLE OF CONTENTS
2024 Business and Strategic OverviewBusiness Highlights Mattel StrategyMattel Purpose and MissionProxy SummaryVoting Matters and Board Recommendations Ongoing Stockholder Engagement ProgramDirector Nominees Executive Compensation HighlightsDirector Nominees Snapshot Human Capital ManagementCorporate Governance HighlightsCorporate Governance at MattelProposal 1 Election of Directors Board StructureDirector Nominee Skills, Experience, and Attributes Board Accountability and EffectivenessDirector Nominees for Election Non-Employee Director CompensationBoard Composition and the Director Nomination ProcessAudit MattersProposal 2 Ratification of Selection of Independent Registered Public Accounting Firm for the Year Ending December 31, 2025 Fees Incurred for Services by PricewaterhouseCoopers LLPReport of the Audit CommitteeCompensation at MattelProposal 3 Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay) Summary Compensation TableGrants of Plan-Based Awards in 2024Outstanding Equity Awards at 2024 Year EndExecutive OfficersOption Exercises and Stock Vested in 2024Compensation Discussion and Analysis2024 Nonqualified Deferred Compensation2024 Named Executive OfficersPotential Payments Upon Termination or Change of Control2024 Business OverviewElements of CompensationEstimated Potential Payments2024 Individual Performance AssessmentsPay Ratio of CEO to Median EmployeeHow Compensation is DeterminedPay versus PerformanceImportant Policies, Governance, and GuidelinesReport of the Compensation CommitteeExecutive Compensation Tables