DEF 14A of Mattel Inc /De/, Apr 14, 2026

DEF 14A of Mattel Inc /De/

Filed Apr 14, 2026 · FY20250001308179-26-000276

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | | Ynon Kreiz | Roger Lynch | Adriana Cisneros | Diana Ferguson* | | Chairman of the Board | Independent Lead Director | Independent | Independent | | Director Since: 2017 | Director Since: 2018 | Director Since: 2018 | Director Since: 2020 | | •Stock Grant Committee | •Executive Committee (Chair) •Compensation Committee •Finance Committee | •Governance and Social Responsibility Committee | •Audit Committee (Chair) •Executive Committee | | | | | | | Julius Genachowski* | Prof. Noreena Hertz | Soren Laursen* | Dominic Ng* | | Independent | Independent | Independent | Independent | | Director Since: 2024 | Director Since: 2023 | Director Since: 2018 | Director Since: 2006 | | •Audit Committee •Governance and Social Responsibility Committee | •Governance and Social Responsibility Committee (Chair) •Executive Committee | •Audit Committee •Finance Committee | •Finance Committee (Chair) •Audit Committee •Executive Committee | | | | | | | | Dr. Judy Olian | Dawn Ostroff | | | | Independent | Independent | | | | Director Since: 2018 | Director Since: 2024 | | | | •Compensation Committee (Chair) •Governance and Social Responsibility Committee •Executive Committee | •Compensation Committee | |

  3. Director Nominees

    * Audit Committee Financial Expert

  4. Director Nominees

    | 10 | Mattel, Inc. |

  5. Director Nominees

    | | Proxy Summary |

  6. Director Nominees Snapshot

    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 important to Mattel’s strategy can be found on page 18.

  7. Director Nominees Skills, Experience, and Attributes

    Director Nominees Skills, Experience, and Attributes

  8. Director Nominees Skills, Experience, and Attributes

    | | | | | | | | | | | | Brand and Marketing | Corporate Citizenship | Entertainment / Media | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership | Supply Chain | Technology / E-Commerce | | 6 of 10 nominees | 6 of 10 nominees | 8 of 10 nominees | 8 of 10 nominees | 8 of 10 nominees | 6 of 10 nominees | 8 of 10 nominees | 9 of 10 nominees | 3 of 10 nominees | 6 of 10 nominees |

  9. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  10. Proposal 1: Election of Directors

    | | The Board recommends that stockholders vote FOR each of the nominees named herein for election as directors. |

  11. Proposal 1: Election of 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 2026 Annual Meeting, all of whom are currently directors and were most recently elected at our 2025 annual meeting of stockholders (“2025 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:

  12. Proposal 1: Election of Directors

    | | | | | | | Ynon Kreiz | Roger Lynch | Adriana Cisneros | Diana Ferguson | Julius Genachowski | | | | | | | | Prof. Noreena Hertz | Soren Laursen | Dominic Ng | Dr. Judy Olian | Dawn Ostroff |

  13. Proposal 1: Election of Directors

    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 2026 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.

  14. Proposal 1: Election of Directors

    | 18 | Mattel, Inc. |

  15. Proposal 1: Election of Directors

    | | Corporate Governance at Mattel |

  16. Proposal 1: Election of Directors

    Director Nominee Skills, Experience,

  17. and Attributes

    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.

  18. and Attributes

    | Skills, Experience, and Attributes | | | | | | | | | | | | | | Brand and Marketing As we look to grow our IP-driven play and family entertainment business 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 broaden our offering in film, television, and short-form content, accelerate licensing in consumer products, location-based entertainment, and publishing, and expand with new business models. | • | • | • | | • | • | • | • | | • | | | 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, data privacy, and artificial intelligence, which helps the Board oversee Mattel’s cybersecurity risks and advise management as we further grow our e-commerce business, including our DTC business, and leverage artificial intelligence across our systems and supply chain. | | • | • | | • | • | • | | | • |

  19. and Attributes

    | 2026 Proxy Statement | 19 |

  20. and Attributes

    | | |

  21. Director Nominees for Election

    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, and public company experience during the past five years, as well as other directorships and service.

  22. Director Nominees for Election

    | | Ynon Kreiz | | | | | | | | | | | Chairman of the Board Age: 61 Director Since: 2017 | | | Committee Membership: Stock Grant 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 |

  23. Key Experience/Director Qualifications

    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.

  24. Key Experience/Director Qualifications

    | Career Highlights Mattel, Inc. •Chairman of the Board since May 2018 •Chief Executive Officer since April 2018 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 U.S. Public Company Directorships •Warner Music Group Corp. since May 2016 Additional Leadership Experience and Service •Board of Governors, Tel Aviv University since 2024 •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) |

  25. Key Experience/Director Qualifications

    | 20 | Mattel, Inc. |

  26. Key Experience/Director Qualifications

    | | Corporate Governance at Mattel |

  27. Key Experience/Director Qualifications

    | | Roger Lynch | | | | | | | | | Age: 63 Director Since: 2018 | | 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 |

  28. Key Experience/Director Qualifications

    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.

  29. Key Experience/Director Qualifications

    | 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) |

  30. Key Experience/Director Qualifications

    | 2026 Proxy Statement | 21 |

  31. Key Experience/Director Qualifications

    | | |

  32. Key Experience/Director Qualifications

    | | Adriana Cisneros | | | | | | | | Age: 46 Director Since: 2018 | | Committee Membership: Governance and Social Responsibility Committee | | | | | | Skills: | | | | | | | | | | | | | | | | Brand and Marketing | Corporate Citizenship | Entertain- ment / Media | International / Global Operations | Senior Leadership | Technology / E-Commerce |

  33. Key Experience/Director Qualifications

    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.

  34. Key Experience/Director Qualifications

    | 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 U.S. 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) |

  35. Key Experience/Director Qualifications

    | 22 | Mattel, Inc. |

  36. Key Experience/Director Qualifications

    | | Corporate Governance at Mattel |

  37. Key Experience/Director Qualifications

    | | Diana Ferguson | | | | | | | | Age: 62 Director Since: 2020 | | Committee Memberships: Audit Committee (Chair), Executive Committee | | | | | | Skills: | | | | | | | | | | | | | | | | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership | Supply Chain |

  38. Key Experience/Director Qualifications

    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.

  39. Key Experience/Director Qualifications

    | 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 U.S. Public Company Directorships •Gartner, Inc. since 2021 •Sally Beauty Holdings, Inc. since 2019 Additional Leadership Experience and Service •Director, Chicago Botanic Gardens (2021 – 2025) •Trustee, Groton School (2015 – 2024) •Director, Invacare Corporation (2018 – 2022) •Director, Frontier Communications Corporation (2014 – 2021) |

  40. Key Experience/Director Qualifications

    | 2026 Proxy Statement | 23 |

  41. Key Experience/Director Qualifications

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  42. Key Experience/Director Qualifications

    | | Julius Genachowski | | | | | | | | | Age: 63 Director Since: 2024 | | Committee Memberships: Audit Committee, Governance and Social Responsibility Committee | | | | | | | Skills: | | | | | | | | | | | | | | | | | | Entertain- ment / Media | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership | Technology / E-Commerce |

  43. Key Experience/Director Qualifications

    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.

  44. Key Experience/Director Qualifications

    | 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) | Other U.S. Public Company Directorships •Mastercard Incorporated since June 2014 •Sonos, Inc. since September 2013 Additional Leadership Experience and Service •Director, Hexaware Technologies Limited since November 2021 •Director, Sprint Corporation (August 2015 – April 2020) •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) |

  45. Key Experience/Director Qualifications

    | 24 | Mattel, Inc. |

  46. Key Experience/Director Qualifications

    | | Corporate Governance at Mattel |

  47. Key Experience/Director Qualifications

    | | Prof. Noreena Hertz | | | | | | | Age: 58 Director Since: 2023 | | Committee Membership: Governance and Social Responsibility Committee (Chair), Executive Committee | | | | | Skills: | | | | | | | | | | | | | | Corporate Citizenship | Entertain- ment / Media | Finance, Accounting, or Financial Reporting | Industry | Technology / E-Commerce |

  48. Key Experience/Director Qualifications

    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.

  49. Key Experience/Director Qualifications

    | Career Highlights University College London •Honorary Professor at the UCL Policy Lab since 2025 •Visiting Professor at the UCL 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 U.S. 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) |

  50. Key Experience/Director Qualifications

    | 2026 Proxy Statement | 25 |

  51. Key Experience/Director Qualifications

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  52. Key Experience/Director Qualifications

    | | Soren Laursen | | | | | | | | | | | | Age: 62 Director Since: 2018 | | | 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 |

  53. Key Experience/Director Qualifications

    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.

  54. Key Experience/Director Qualifications

    | 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 Member, Riis Retail A/S since 2025 •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) |

  55. Key Experience/Director Qualifications

    | 26 | Mattel, Inc. |

  56. Key Experience/Director Qualifications

    | | Corporate Governance at Mattel |

  57. Key Experience/Director Qualifications

    | | Dominic Ng | | | | | | | | | | Age: 67 Director Since: 2006 | | Committee Memberships: Finance Committee (Chair), Audit Committee, Executive Committee | | | | | | | | Skills: | | | | | | | | | | | | | | | | | | | | Brand and Marketing | Corporate Citizenship | Entertain- ment / Media | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership |

  58. Key Experience/Director Qualifications

    Key Experience/Director Qualifications As Chief Executive Officer of the largest independent bank headquartered in Southern California, Mr. Ng brings significant expertise in leadership, strategy, business development, and global operations to Mattel’s Board. He also has substantial 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 valuable perspective to Mattel’s Board, particularly in connection with Mattel’s manufacturing presence and growth initiatives in Asia and other emerging markets. In addition, Mr. Ng brings deep business and governmental relationships in the State of California and the greater Los Angeles metropolitan area, where Mattel is headquartered.

  59. Key Experience/Director Qualifications

    | 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 U.S. Public Company Directorships •East West Bancorp, Inc. since 1992 Additional Leadership Experience and Service •Trustee, Los Angeles County Museum of Art since 2025 •Trustee, University of Southern California since 2014 •Chair, 2023 Asia-Pacific Economic Cooperation Business Advisory Council (Co-Chair in 2022, 2024) •Trustee, Academy Museum of Motion Pictures (2018 – 2024) •Director, PacifiCare Health Systems, Inc. (2003 – 2005) •Director, ESS Technology, Inc. (1998 – 2004) •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) |

  60. Key Experience/Director Qualifications

    | 2026 Proxy Statement | 27 |

  61. Key Experience/Director Qualifications

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  62. Key Experience/Director Qualifications

    | | Dr. Judy Olian | | | | | | | Age: 74 Director Since: 2018 | Committee Memberships: Compensation Committee (Chair), Executive Committee, Governance and Social Responsibility Committee | | | | | | Skills: | | | | | | | | | | | | | | Corporate Citizenship | Finance, Accounting, or Financial Reporting | Human Capital Management | International / Global Operations | Senior Leadership |

  63. Key Experience/Director Qualifications

    Key Experience/Director Qualifications As President Emeritus 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.

  64. Key Experience/Director Qualifications

    | Career Highlights Quinnipiac University •President (July 2018 – June 2025) UCLA Anderson School of Management •Dean and John E. Anderson Chair in Management (January 2006 – July 2018) | Other U.S. Public Company Directorships •United Therapeutics Corp. since 2015 •Ares Management Corporation since 2014 Additional Leadership Experience and Service •Director, WARF Board (Wisconsin Alumni Research Foundation) since 2025 •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 •Director, New Haven Promise (2018 – 2025) •Member, CT Governor’s Workforce Commission (2020 – 2024) •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) |

  65. Key Experience/Director Qualifications

    | 28 | Mattel, Inc. |

  66. Key Experience/Director Qualifications

    | | Corporate Governance at Mattel |

  67. Key Experience/Director Qualifications

    | | Dawn Ostroff | | | | | | | Age: 66 Director Since: 2024 | Committee Membership: Compensation Committee | | | | | | Skills: | | | | | | | | | | | | | | Brand and Marketing | Entertain- ment / Media | Human Capital Management | Senior Leadership | Technology / E-Commerce |

  68. Key Experience/Director Qualifications

    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.

  69. Key Experience/Director Qualifications

    | 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 U.S. Public Company Directorships •Sweetgreen, Inc. since June 2025 Additional Leadership Experience and Service •Board Member, New York University since 2014 •Director, Paramount Global (May 2023 – June 2024) •Director, Activision Blizzard, Inc. (August 2020 – October 2023) •Board of Governors, The Paley Center for Media (2020 – 2022) •Director, Anonymous Content (Emerson Collective Parent Company) (2018 – 2020) •Director, Westfield Corporation (March 2016 – February 2018) |

  70. Key Experience/Director Qualifications

    | 2026 Proxy Statement | 29 |

  71. Key Experience/Director Qualifications

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  72. Board Composition and the Director

    Board Composition and the Director

  73. Nomination Process

    Nomination Process

  74. Identifying and Evaluating Director Nominees

    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 consideration 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, each member’s ability to dedicate sufficient time to their service on the Board, 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. The Committee also reviews the results of the Board’s annual self-evaluation. For more information, please see “Board Evaluations” on page 37. 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.

  75. Identifying and Evaluating Director Nominees

    | 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. |

  76. Identifying and Evaluating Director Nominees

    | 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. |

  77. Identifying and Evaluating Director Nominees

    | 30 | Mattel, Inc. |

  78. Identifying and Evaluating Director Nominees

    | | Corporate Governance at Mattel |

  79. Identifying and Evaluating Director Nominees

    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://investors.mattel.com/governance/governance-documents.

  80. Non-Employee Director Compensation

    Non-Employee Director Compensation

  81. Independent Compensation Consultant Review

    | 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 |

  82. Stock Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Adriana Cisneros | 110,000 | 175,000 | 7,500 | 292,500 | | Diana Ferguson | 140,000 | 175,000 | — | 315,000 | | Julius Genachowski | 120,000 | 175,000 | 15,000 | 310,000 | | Prof. Noreena Hertz | 125,000 | 175,000 | 7,500 | 307,500 | | Soren Laursen | 120,000 | 175,000 | 7,500 | 302,500 | | Roger Lynch | 175,000 | 175,000 | 15,000 | 365,000 | | Dominic Ng | 135,000 | 175,000 | 15,000 | 325,000 | | Dr. Judy Olian | 130,000 | 175,000 | 7,500 | 312,500 | | Dawn Ostroff | 110,000 | 175,000 | 8,750 | 293,750 |

  83. 2025 Pay Outcomes Reflect Our Pay For Performance Philosophy

    | Compensation Components | Characteristics | 2025 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 2025 base salaries for Messrs. Totzke, Anschell, and Isaias in recognition of their strong performance in 2024 and the criticality and impact of their roles, supported by competitive market practices based on data provided by FW Cook and our pay for performance philosophy, as discussed on page 54. | | 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 2025 MIP financial measures focused on improving profitability, topline performance, and improving our working capital position. The 2025 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 2025 target MIP opportunity for Messrs. Kreiz and Totzke in recognition of their strong performance in 2024 and the criticality and impact of their roles, supported by competitive market practices based on data provided by FW Cook and our pay for performance philosophy, as discussed on page 54. The Company financial performance earnout for the 2025 MIP was 71.9% of target opportunity, as discussed on page 53. | | 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 | Increased 2025 target LTI values for Messrs. Kreiz, Totzke, Anschell, and Isaias in recognition of their strong performance in 2024 and the criticality and impact of their roles, supported by competitive market practices based on data provided by FW Cook and our pay for performance philosophy, as discussed on page 58. | | •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 2023-2025 LTIP cycle were structured as follows: ◦Three-Year Cumulative Adjusted Free Cash Flow ◦Multiplier based on Three-Year relative TSR vs. S&P 500 constituents | The payout for the 2023-2025 LTIP was 116% of target Performance Units granted, as discussed on page 59. | | •RSUs | •Encourage senior executive stock ownership •Support stockholder-aligned retention •Vest in annual installments over three years | |

  84. Our compensation programs continued to reflect our commitment to pay for performance and long-term stockholder

    Our compensation programs continued to reflect our commitment to pay for performance and long-term stockholder

  85. value creation by emphasizing at-risk performance-based compensation in the form of an annual cash incentive (MIP) and

    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 2025 target TDC* mix for our CEO and the average 2025 target TDC* mix for our other NEOs.

  86. MIP

    MIP 2025 MIP earnout was below target, as Mattel did not achieve target level performance for MIP goals. Outcomes of our compensation programs in 2025 reflect our financial performance amid the effects of uncertainty in U.S. trade dynamics that impacted retailer ordering patterns, and actions we took to manage owned inventory and support retail partners that negatively impacted profitability and gross margin. Results were below target for each performance measure. Accordingly, the MIP earnout was below target, reflecting our pay for performance philosophy. For our NEOs, the 71.9% Company financial performance earnout under the MIP was based on below target achievement against the goals for MIP-Adjusted EBITDA Less Capital Charge*, MIP-Adjusted Net Sales*, and MIP-Adjusted Gross Margin*. 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 2025, the Individual Performance Multiplier for our CEO was 100% and for our other NEOs was either 100% or 110%. Please see “2025 Individual Performance Assessments” on page 56.

  87. MIP

    | Company Financial Performance Earnout of 2025 Target MIP Opportunity: 71.9% |

  88. LTIP

    LTIP 2023-2025 LTIP above-target earnout reflects strong performance in Adjusted Free Cash Flow* generation, offset by below-target relative TSR over the three-year performance period. We achieved three-year cumulative Adjusted Free Cash Flow* of $1,965 million, above the maximum goal of $1,845 million, resulting in a maximum financial performance earnout of 150% for the three-year performance period due to above-maximum Adjusted Free Cash Flow performance in 2023 and 2024, and slightly below-target performance in 2025. As of the end of the performance period, our relative TSR was at the 33rd percentile of the S&P 500 constituents, resulting in a relative TSR multiplier of 77.6%, and a total earnout and payout of 116% of target Performance Units granted.

  89. LTIP

    | Earnout of 2023-2025 LTIP Target Performance Units: 116% |

  90. LTIP

    *MIP-Adjusted EBITDA Less Capital Charge, MIP-Adjusted Net Sales, MIP-Adjusted Gross Margin, 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 101 for definitions of these measures and a description of the adjustments under the MIP and LTIP.

  91. Annual Cash Incentive (MIP)

    Annual Cash Incentive (MIP) Our annual cash incentive plan, the MIP, provides our NEOs and approximately 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

  92. 2025 MIP Payout Formula

    2025 MIP Payout Formula

  93. 2025 MIP Payout Formula

    | Target Opportunity ($)x | Financial Performance Earnout (%)x | Individual Performance Multiplier (%) | = | MIP Payout ($)* |

  94. 2025 MIP Payout Formula

    *NEOs’ payouts could not exceed 200% of target MIP 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 $948 million was required to trigger funding of the MIP, which was achieved.

  95. 2025 Target MIP Opportunity

    2025 Target MIP 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. Kreiz’s role as Chairman and CEO, and Mr. Totzke’s role as President and Chief Commercial Officer. Supported by both competitive market practices based on data provided by FW Cook and our pay for performance philosophy, the Committee determined to increase Mr. Kreiz’s target MIP opportunity to 215% of base salary, and to increase Mr. Totzke’s target MIP opportunity to 100% of base salary. There were no changes to 2025 target MIP opportunities for our other NEOs. In connection with his commencement of employment as our CFO, Mr. Ruh’s 2025 target MIP opportunity was set at 100% of his annual base salary with any payout for 2025 to be prorated based on his May 19, 2025 commencement date, based on a review of market compensation for the role, and consideration of his experience and the compensation that would enable us to attract him to Mattel.

  96. 2025 Target MIP Opportunity

    | 2026 Proxy Statement | 55 |

  97. 2025 Target MIP Opportunity

    | | |

  98. 2025 Target MIP Opportunity

    | Name and Position | 2025 Target MIP Opportunity as a % of Base Salary | | Ynon Kreiz, Chairman and Chief Executive Officer | 215 | | Paul Ruh, Chief Financial Officer(1) | 100 | | Steve Totzke, President and Chief Commercial Officer | 100 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 70 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 70 | | Anthony DiSilvestro, Former Chief Financial Officer(2) | 100 |

  99. 2025 Target MIP Opportunity

    (1) Payout to be prorated based on May 19, 2025 commencement date. (2) In connection with Mr. DiSilvestro’s departure during 2025, he was not eligible to earn a payout under the 2025 MIP.

  100. 2025 MIP Financial Performance Measures & Weightings

    2025 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:

  101. 2025 MIP Financial Performance Measures & 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 |

  102. 2025 MIP Financial Performance Measures & Weightings

    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 $948 million, which was achieved.

  103. 2025 MIP Financial Performance Goals and Results

    2025 MIP Financial Performance Goals and Results The Compensation Committee set the Company’s 2025 financial measure performance goals and performance bands (range of threshold and maximum goals from target) as follows: •The 2025 MIP-Adjusted EBITDA Less Capital Charge target goal was set at $766 million, with a performance band range of +/- $127 million, compared to the 2024 result of $807 million; •The 2025 MIP-Adjusted Net Sales target goal was set at $5,522 million, with a performance band range of +/- 5%, which was $97 million higher than the 2024 result of $5,425 million; and •The 2025 MIP-Adjusted Gross Margin target goal was set at 50.4%, with a performance band range of +/- 125bps, compared to the 2024 result of 50.8%. 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 business and economic assumptions and conditions. 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.

  104. 2025 MIP Financial Performance Goals and Results

    | 56 | Mattel, Inc. |

  105. 2025 MIP Financial Performance Goals and Results

    | | Compensation at Mattel |

  106. 2025 MIP Financial Performance Goals and Results

    The following table sets forth the pre-established threshold, target, and maximum performance goals and weightings, and the performance results, for the 2025 MIP financial measures:

  107. 2025 MIP Financial Performance Goals and Results

    | 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% | | | | 79% | 51.4% | | MIP-Adjusted Net Sales* | 20% | | | | 43% | 8.6% | | MIP-Adjusted Gross Margin* | 15% | | | | 79% | 11.9% | | Total Earnout | | | | | | 71.9% |

  108. 2025 MIP Financial Performance Goals and Results

    ($ in millions) *The table above reflects Mattel’s 2025 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 101 for definitions of these measures and a description of the adjustments under the MIP.

  109. 2025 Individual Performance Assessments

    | Name and Position | Financial Performance Earnout (%) | Individual Performance Multiplier (%) | Total % of Target MIP Opportunity Earned (%) | MIP Payout ($) | | Ynon Kreiz, Chairman and Chief Executive Officer | 71.9 | 100 | 71.9 | 2,473,360 | | Paul Ruh, Chief Financial Officer(1) | 71.9 | 100 | 71.9 | 424,801 | | Steve Totzke, President and Chief Commercial Officer | 71.9 | 100 | 71.9 | 647,100 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 71.9 | 100 | 71.9 | 390,058 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 71.9 | 110 | 79.1 | 442,904 | | Anthony DiSilvestro, Former Chief Financial Officer(2) | — | — | — | — |

  110. Stock-Based Long-Term Incentives (LTIs)

    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 2025 portfolio approach to LTIs was comprised of two components:

  111. Stock-Based Long-Term Incentives (LTIs)

    | Performance Units Performance Units are granted under our LTIP and earned based on the Company’s performance 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. |

  112. 2025 LTI Mix

    2025 LTI Mix To emphasize pay for performance alignment and incentivize long-term stockholder value creation, the Compensation Committee determined in February 2025 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 2025 LTI mix for each other senior executive would be composed of 50% Performance Units and 50% RSUs. Annual RSUs were granted to the NEOs (and other grant-eligible employees) on May 7, 2025, and Performance Units were granted under the 2025-2027 LTIP on May 21, 2025. These grant dates align with the timing of our LTIP goal setting, while also ensuring that the grants occur during an open trading window under Mattel’s Insider Trading Policy.

  113. 2025 LTI Values

    2025 LTI Values 2025 LTI values reflect changes over 2024 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. The Compensation Committee determined that, in recognition of their strong performance and leadership in 2024, and in light of market data provided by FW Cook, 2025 LTI values would be increased as follows: Mr. Kreiz to $10.822 million, Mr. Totzke to $2.97 million, Mr. Anschell to $1.55 million, and Mr. Isaias to $1.875 million. In the case of Mr. Ruh, the terms of his 2025 LTI value were set forth in the offer letter he entered into upon his commencement of employment with Mattel. In recognition of the value of stock compensation forfeited by Mr. Ruh in connection with his resignation from his prior employer, his offer letter provided for a one-time make-whole grant valued at $3.8 million. In addition, based on a review of market compensation for the role, and consideration of his experience and the compensation required to attract him to Mattel, his offer letter provided for a 2025 annual grant with a value of $2.825 million. The following table summarizes the 2025 LTI values set and granted by the Compensation Committee and reflects the allocation of Performance Units granted under the 2025-2027 LTIP and RSU grants:

  114. 2025 LTI Values

    | Name and Position | 2025-2027 Performance Units ($) | 2025 RSUs ($) | 2025 Total LTI Value ($) | | Ynon Kreiz, Chairman and Chief Executive Officer | 8,116,500 | 2,705,500 | 10,822,000 | | Paul Ruh, Chief Financial Officer(1) | 1,412,500 | 5,212,500 | 6,625,000 | | Steve Totzke, President and Chief Commercial Officer | 1,485,000 | 1,485,000 | 2,970,000 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 775,000 | 775,000 | 1,550,000 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 937,500 | 937,500 | 1,875,000 | | Anthony DiSilvestro, Former Chief Financial Officer(2) | — | — | — |

  115. 2025 LTI Values

    (1)Mr. Ruh’s RSUs amount reflect both a one-time make-whole grant ($3,800,000) and annual RSU grant ($1,412,500). (2)Given his departure from the Company in 2025, Mr. DiSilvestro did not receive a 2025 LTI grant. The Compensation Committee approved the design of the 2025-2027 LTIP, employing three-year relative TSR compared to S&P 500 constituents as the sole measure in light of uncertainty in U.S. trade dynamics at that time. The Committee will continue to evaluate the design of the LTIP to ensure that it supports our pay for performance philosophy and continues to align with the interests of our stockholders.

  116. 2025 LTI Values

    | 2026 Proxy Statement | 59 |

  117. 2025 LTI Values

    | | |

  118. LTIP Payout Formula

    LTIP Payout Formula

  119. LTIP Payout Formula

    | Target Performance Units Granted (#) | × | Three-Year Relative TSR Performance Earnout (%) | = | LTIP Payout (#) |

  120. LTIP Payout Formula

    The earnout percentage resulting from the three-year relative TSR performance measure, compared to S&P 500 constituents, is 50% for threshold performance, 100% for target performance, and 200% for maximum performance, with linear interpolation between such performance levels. No amount can be earned above 200% of target Performance Units granted, consistent with the MIP, and no amount can be earned under the LTIP for below threshold performance for the relative TSR measure. 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.

  121. 2023-2025 LTIP Financial Performance Goals and Results

    2023-2025 LTIP Financial Performance Goals and Results We achieved three-year cumulative Adjusted Free Cash Flow* of $1,965 million, above the maximum goal of $1,845 million, resulting in a maximum financial performance earnout of 150% for the three-year performance period due to above-maximum Adjusted Free Cash Flow performance in 2023 and 2024, and slightly below-target performance in 2025. As of the end of the performance period, our relative TSR was at the 33rd percentile of the S&P 500 constituents, resulting in a relative TSR multiplier of 77.6%, and a total earnout and payout of 116% of target Performance Units granted.

  122. 2023-2025 LTIP Financial Performance Goals and Results

    | Financial Measure | Threshold (37% Earned) | Target (100% Earned) | Maximum (150% Earned) | % Earned | | Three-Year Cumulative Adjusted Free Cash Flow* | | | | 150% | | ($ in millions) | | | | |

  123. 2023-2025 LTIP Financial Performance Goals and Results

    | | Effect of Relative TSR Multiplier | | | | | Mattel TSR Relative to S&P 500 | ≤25th | 50th | ≥75th | 33rd | | TSR Multiplier | 67% | 100% | 133% | 77.6% | | Total Earnout | | | | 116% |

  124. 2023-2025 LTIP Financial Performance Goals and Results

    *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 101 for a description of the adjustments under the LTIP. The Compensation Committee approved financial performance goals for the 2023-2025 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 2023-2025 LTIP payout:

  125. 2023-2025 LTIP Financial Performance Goals and Results

    | Name and Position | Target Performance Units Granted | LTIP Payout (Shares Earned) | | Ynon Kreiz, Chairman and Chief Executive Officer | 441,205 | 511,798 | | Paul Ruh, Chief Financial Officer | — | — | | Steve Totzke, President and Chief Commercial Officer | 56,701 | 65,773 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 36,856 | 42,753 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 39,691 | 46,042 | | Anthony DiSilvestro, Former Chief Financial Officer* | — | — |

  126. 2023-2025 LTIP Financial Performance Goals and Results

    *In connection with his departure, Mr. DiSilvestro forfeited his outstanding 2023–2025 LTIP Performance Units and was not entitled to receive any payout pursuant to the terms of the Amended 2010 Plan. (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 100.

  127. 2023-2025 LTIP Financial Performance Goals and Results

    | 60 | Mattel, Inc. |

  128. 2023-2025 LTIP Financial Performance Goals and Results

    | | Compensation at Mattel |

  129. Severance and Change-of-Control Benefits

    Severance and Change-of-Control Benefits

  130. 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 |

  131. Severance and Change-of-Control Benefits

    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 Control” on page 73.

  132. Severance and Change-of-Control Benefits

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  133. Severance and Change-of-Control Benefits

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  134. Independent Compensation Consultant

    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 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 2025, FW Cook assisted the Compensation Committee on the following matters: •Analyze and advise on: ◦The base salaries, annual cash incentives, 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 2025 Proxy Statement •Provide executive compensation regulatory and legislative updates •Advise with respect to proxy advisory firms’ voting policies and market trends

  135. Market Competitiveness and Peer Group Review

    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.

  136. Market Competitiveness and Peer Group Review

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  137. Market Competitiveness and Peer Group Review

    | | Compensation at Mattel |

  138. Market Competitiveness and Peer Group Review

    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 and family entertainment companies, as there are not enough publicly-reporting toy and family entertainment 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.

  139. Peer Group Composition

    Peer Group Composition Our peer group for 2025 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 2024, when the relevant peer group was approved, Mattel’s revenue was at the 31st percentile of the peer group and our 8-quarter average market capitalization was at the 37th percentile of the peer group.

  140. Peer Group Composition

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  141. Peer Group Composition

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  142. Compensation Risk Review

    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 2025. 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.

  143. Recoupment of Compensation

    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.

  144. Tax and Accounting Considerations

    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.

  145. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning total compensation earned by or paid/granted to our NEOs:

  146. Summary Compensation Table

    | Name, Principal Position, and Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Ynon Kreiz Chairman and Chief Executive Officer | | | | | | | | | 2025 | 1,600,000 | | 10,821,996 | | 2,473,360 | 165,265 | 15,060,621 | | 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 | | Paul Ruh Chief Financial Officer | | | | | | | | | 2025 | 590,822 | 100,000 | 6,625,013 | | 424,801 | 76,524 | 7,817,160 | | Steve Totzke President and Chief Commercial Officer | | | | | | | | | 2025 | 900,000 | | 2,969,997 | | 647,100 | 99,914 | 4,617,011 | | 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 | | Jonathan Anschell EVP, Chief Legal Officer, and Secretary | | | | | | | | | 2025 | 775,000 | | 1,550,015 | | 390,058 | 103,895 | 2,818,968 | | 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 | | Roberto Isaias EVP and Chief Supply Chain Officer | | | | | | | | | 2025 | 800,000 | | 1,875,006 | | 442,904 | 126,729 | 3,244,639 | | 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 | | Anthony DiSilvestro Former Chief Financial Officer | | | | | | | | | 2025 | 332,877 | | — | | — | 208,162 | 541,039 | | 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 |

  147. Summary Compensation Table

    (1)Represents all amounts earned as base salary during the applicable year. For Mr. DiSilvestro, the amount for 2025 represents the base salary paid for the period commencing on January 1, 2025 and ending on May 15, 2025, his departure date. (2)Amount shown for Mr. Ruh represents a signing bonus paid in May 2025, which is deemed earned upon his completion of one year of service. (3)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. Amounts shown under the “Stock Awards” column for 2025 include the grant date fair value for RSUs as well as Performance Units under the 2025-2027 LTIP granted in 2025. The RSUs are valued based on our closing stock price of $17.43 for annual grants made on May 7, 2025 and $18.94 for Mr. Ruh’s make-whole and annual grants made on May 30, 2025. The 2025-2027 Performance Units are valued based on our closing stock price of $19.32 on May 21, 2025, and the fair value of the award as determined using a Monte Carlo simulation in accordance with applicable accounting rules. The 2025-2027 LTIP could achieve a maximum earnout of 200% of target Performance Units based on the relative TSR performance over the three-year performance period. Assuming that the maximum level of performance conditions will be achieved for all Performance Units, the grant date fair values for Messrs. Kreiz, Ruh, Totzke, Anschell, and Isaias would be $16,232,989, $2,824,997, $2,969,992, $1,550,014, and $1,874,997 respectively. (4)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. (5)Amounts shown for 2025 consist of Company contributions to the 401(k) Plan of $24,500, $22,380, $35,000, $35,000, $35,000, and $10,500 for Messrs. Kreiz, Ruh, Totzke, Anschell, Isaias, and DiSilvestro respectively, and Company contributions to the DCP of $87,500, $30,144, $38,312, $42,433, $44,731, and $700 for Messrs. Kreiz, Ruh, Totzke, Anschell, Isaias, and DiSilvestro, respectively. Amounts shown also represent perquisites and personal benefits, including a monthly car allowance (or use of a Company car for Mr. Kreiz, with an aggregate incremental cost of personal use of the Company car of $35,765), financial counseling and tax return services (for Messrs. Kreiz, Ruh, and DiSilvestro), and executive physical examinations. For Mr. DiSilvestro, the amount shown includes $150,000 in consulting fees paid to him as a non-employee advisor after his departure from the Company. 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.

  148. Summary Compensation Table

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  149. Summary Compensation Table

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  150. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows information about the non-equity incentive awards and equity-based awards granted to our NEOs in 2025:

  151. Grants of Plan-Based Awards in 2025

    | 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 | | | | | | | | | | | | | 1,204,000 | 3,440,000 | 6,880,000 | | | | | | | 5/21/2025 | 5/21/2025 | | | | 153,547 | 307,094 | 614,188 | | 8,116,494 | | 5/7/2025 | 5/7/2025 | | | | | | | 155,221 | 2,705,502 | | Paul Ruh Chief Financial Officer | | | | | | | | | | | | | 206,788 | 590,822 | 1,181,644 | | | | | | | 5/21/2025 | 5/21/2025 | | | | 26,722 | 53,443 | 106,886 | | 1,412,498 | | 5/30/2025 | 5/2/2025 | | | | | | | 74,578 | 1,412,507 | | 5/30/2025 | 5/2/2025 | | | | | | | 200,634 | 3,800,008 | | Steve Totzke President and Chief Commercial Officer | | | | | | | | | | | | | 315,000 | 900,000 | 1,800,000 | | | | | | | 5/21/2025 | 5/21/2025 | | | | 28,093 | 56,186 | 112,372 | | 1,484,996 | | 5/7/2025 | 5/7/2025 | | | | | | | 85,198 | 1,485,001 | | Jonathan Anschell EVP, Chief Legal Officer, and Secretary | | | | | | | | | | | | | 189,875 | 542,500 | 1,085,000 | | | | | | | 5/21/2025 | 5/21/2025 | | | | 14,662 | 29,323 | 58,646 | | 775,007 | | 5/7/2025 | 5/7/2025 | | | | | | | 44,464 | 775,008 | | Roberto Isaias EVP and Chief Supply Chain Officer | | | | | | | | | | | | | 196,000 | 560,000 | 1,120,000 | | | | | | | 5/21/2025 | 5/21/2025 | | | | 17,736 | 35,471 | 70,942 | | 937,499 | | 5/7/2025 | 5/7/2025 | | | | | | | 53,787 | 937,507 | | Anthony DiSilvestro(5) Former Chief Financial Officer | | | | | | | | | | | | | 315,000 | 900,000 | 1,800,000 | | | | | |

  152. Grants of Plan-Based Awards in 2025

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  153. Grants of Plan-Based Awards in 2025

    | | Compensation at Mattel |

  154. Grants of Plan-Based Awards in 2025

    (1)The awards shown represent the potential value of annual cash incentive awards that could be earned for fiscal year 2025 (and paid in 2026) 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). For Mr. Ruh, whose employment commenced on May 19, 2025, the amounts shown reflect his prorated target MIP opportunity for fiscal year 2025 based on the number of days employed during the year. 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 50% of the Performance Units under the 2025-2027 LTIP that may be earned at threshold relative TSR performance. The target amounts shown represent the number of Performance Units under the 2025-2027 LTIP that may be earned if target performance is achieved. The maximum amounts shown represent 200% of the Performance Units under the 2025-2027 LTIP that may be earned at 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 2025-2027 LTIP. (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). See footnote (3) to the Summary Compensation Table for more information on the grant date fair value of the 2025-2027 LTIP Performance Units. The RSUs are valued based on our closing stock price of $17.43 on May 7, 2025 for annual grants, and $18.94 on May 30, 2025 for the make-whole grant to Mr. Ruh. (5)In connection with Mr. DiSilvestro’s departure in 2025, he was not eligible to earn a payout under the 2025 MIP, and did not receive any equity-based awards in 2025.

  155. Grants of Plan-Based Awards in 2025

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  156. Grants of Plan-Based Awards in 2025

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  157. Outstanding Equity Awards at 2025 Year End

    Outstanding Equity Awards at 2025 Year End The following tables show the outstanding equity-based awards that were held by our NEOs as of December 31, 2025:

  158. Outstanding Equity Awards at 2025 Year End

    | | 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 | | | | | | | | 5/21/2025 | | | 307,094(2) | 6,092,745 | | | 5/7/2025 | 155,221(6) | 3,079,585 | | | | | 9/30/2024 | | | 787,402(3) | 15,622,056 | | | 4/25/2024 | 96,129(7) | 1,907,199 | | | | | 4/25/2024 | | | 397,301(4) | 7,882,452 | | | 4/28/2023 | | | 511,798(5) | 10,154,072 | | Paul Ruh Chief Financial Officer | | | | | | | | 5/30/2025 | 74,578(8) | 1,479,628 | | | | | 5/30/2025 | 200,634(8) | 3,980,579 | | | | | 5/21/2025 | | | 53,443(2) | 1,060,309 | | Steve Totzke President and Chief Commercial Officer | | | | | | | | 5/21/2025 | | | 56,186(2) | 1,114,730 | | | 5/7/2025 | 85,198(6) | 1,690,328 | | | | | 4/25/2024 | 40,810(7) | 809,670 | | | | | 4/25/2024 | | | 56,222(4) | 1,115,444 | | | 4/28/2023 | 15,584(9) | 309,187 | | | | | 4/28/2023 | | | 65,773(5) | 1,304,936 | | Jonathan Anschell EVP, Chief Legal Officer, and Secretary | | | | | | | | 5/21/2025 | | | 29,323(2) | 581,768 | | | 5/7/2025 | 44,464(6) | 882,166 | | | | | 4/25/2024 | 25,393(7) | 503,797 | | | | | 4/25/2024 | | | 34,983(4) | 694,063 | | | 4/28/2023 | 13,506(9) | 267,959 | | | | | 4/28/2023 | | | 42,753(5) | 848,220 | | Roberto Isaias EVP and Chief Supply Chain Officer | | | | | | | | 5/21/2025 | | | 35,471(2) | 703,745 | | | 5/7/2025 | 53,787(6) | 1,067,134 | | | | | 4/25/2024 | 27,207(7) | 539,787 | | | | | 4/25/2024 | | | 37,481(4) | 743,623 | | | 4/28/2023 | 14,545(9) | 288,573 | | | | | 4/28/2023 | | | 46,042(5) | 913,473 | | Anthony DiSilvestro Former Chief Financial Officer Mr. DiSilvestro departed Mattel in 2025 and did not have any outstanding stock awards as of December 31, 2025. | | | | | |

  159. Outstanding Equity Awards at 2025 Year End

    | 70 | Mattel, Inc. |

  160. Outstanding Equity Awards at 2025 Year End

    | | Compensation at Mattel |

  161. Outstanding Equity Awards at 2025 Year End

    | | 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 | 211,342 | 108,874(9) | | 18.00 | 4/28/2033 | | | 4/29/2022 | 222,054 | | | 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 | | Paul Ruh Chief Financial Officer Mr. Ruh joined Mattel in 2025 and did not have any outstanding option awards as of December 31, 2025. | | | | | | | | Steve Totzke President and Chief Commercial Officer | | | | | | | | | 4/28/2023 | 20,370 | 10,494(9) | | 18.00 | 4/28/2033 | | | 4/29/2022 | 21,664 | | | 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 | | Jonathan Anschell EVP, Chief Legal Officer, and Secretary | | | | | | | | | 4/29/2022 | 14,081 | | | 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 | 12,998 | | | 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 | | Anthony DiSilvestro Former Chief Financial Officer Mr. DiSilvestro departed Mattel in 2025 and did not have any outstanding option awards as of December 31, 2025. | | | | | | |

  162. Outstanding Equity Awards at 2025 Year End

    (1)Amounts are calculated by multiplying the number of units shown in the table by $19.84 per share, which was the closing price of our common stock on December 31, 2025, the last trading day of fiscal year 2025. (2)The numbers shown represent the 2025-2027 Performance Units, which are earned based on the Company’s relative TSR for the period from January 1, 2025 to December 31, 2027. Per SEC rules, based on Company performance for relative TSR for the first year of the performance period (through December 31, 2025) 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. (3)The numbers shown represent the Performance Units granted in September 2024 as a one-time retention grant (the “Retention Performance Grant”). The Retention Performance Grant is a five-year, 100% performance-based award with a target value of $15 million and a maximum payout of 200% of target. The performance measurement period is September 30, 2024 through September 30, 2029. Fifty percent of the award is eligible to vest based on achievement of stock price hurdles during the final three years of the performance measurement period, and 50% is eligible to vest based on relative TSR compared to the S&P 500 over the full performance measurement period. As of December 31, 2025, the award remained outstanding and unearned. Per SEC rules, because the award has not yet reached the final three years of the performance measurement period and the Company’s TSR performance relative to the S&P 500 through December 31, 2025 was below target, the amounts shown reflect the target number of units that may be earned at the end of the performance measurement period. (4)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 and second year of the performance period (through December 31, 2025) 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.

  163. Outstanding Equity Awards at 2025 Year End

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  164. Outstanding Equity Awards at 2025 Year End

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  165. Outstanding Equity Awards at 2025 Year End

    (5)The numbers shown represent the number of 2023-2025 Performance Units, which were earned, but subject to continued employment through the settlement date of February 9, 2026, 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. The Performance Units were settled and paid in shares on February 9, 2026 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 May 7, 2026, 33% vests on May 7, 2027, and 34% vests on May 7, 2028. (7)50% vests on April 25, 2026, and 50% vests on April 25, 2027. (8)33% vests on May 30, 2026, 33% vests on May 30, 2027, and 34% vests on May 30, 2028. (9)100% vests on April 28, 2026.

  166. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 For each of our NEOs, the following table provides information for options exercised and stock awards vested in 2025:

  167. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name and Position | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(3) ($) | | Ynon Kreiz, Chairman and Chief Executive Officer | — | — | 171,907 | 2,957,078 | | Paul Ruh, Chief Financial Officer | — | — | — | — | | Steve Totzke, President and Chief Commercial Officer | — | — | 61,918 | 1,006,240 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | — | — | 42,965 | 696,810 | | Roberto Isaias, EVP and Chief Supply Chain Officer | — | — | 43,532 | 704,003 | | Anthony DiSilvestro, Former Chief Financial Officer | 158,711 | 1,442,913 | 74,605 | 1,214,014 |

  168. Option Exercises and Stock Vested in 2025

    (1)Amounts are calculated by multiplying the number of underlying shares exercised by the market price of the shares on the exercise date, net of the exercise price. (2)Number of shares acquired on vesting represent RSUs and Performance Units that vested in 2025, and do not include any of the Performance Units under the 2023-2025 LTIP, as these Performance Units did not vest, and the underlying shares were not issued, until the settlement date of February 9, 2026. (3)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.

  169. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table provides the benefits accrued under the DCP by our NEOs as of December 31, 2025:

  170. 2025 Nonqualified Deferred Compensation

    | Name and Position | Executive Contributions in 2025(1) ($) | Company Contributions in 2025(2) ($) | Aggregate Earnings in 2025(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End of 2025(4) ($) | | Ynon Kreiz, Chairman and Chief Executive Officer | — | 87,500 | 56,797 | — | 683,769 | | Paul Ruh, Chief Financial Officer | 301,442 | 30,144 | 8,724 | — | 340,310 | | Steve Totzke, President and Chief Commercial Officer | 255,024 | 38,312 | 563,609 | — | 4,031,747 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 25,460 | 42,433 | 79,755 | — | 580,278 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 44,731 | 44,731 | 662,537 | — | 4,436,980 | | Anthony DiSilvestro, Former Chief Financial Officer | — | 700 | 18,331 | — | 204,104 |

  171. 2025 Nonqualified Deferred Compensation

    (1)Represents the amounts that our NEOs elected to defer in 2025 under the DCP. These amounts represent compensation earned by our NEOs in 2025 and, therefore, are also reported in the appropriate columns in the Summary Compensation Table above. (2)Represents the amounts credited in 2025 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 2025 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 2025 are as follows:

  172. 2025 Nonqualified Deferred Compensation

    | Name and Position | Aggregate Amounts Previously Reported ($) | | Ynon Kreiz, Chairman and Chief Executive Officer | 484,304 | | Paul Ruh, Chief Financial Officer | — | | Steve Totzke, President and Chief Commercial Officer | 1,862,381 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 359,622 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 1,566,096 | | Anthony DiSilvestro, Former Chief Financial Officer | 170,369 |

  173. 2025 Nonqualified Deferred Compensation

    | 72 | Mattel, Inc. |

  174. 2025 Nonqualified Deferred Compensation

    | | Compensation at Mattel |

  175. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control As of December 31, 2025, each of our NEOs was eligible to participate in the A&R Severance Plan, except Mr. DiSilvestro, who departed Mattel in 2025. We summarize below the severance and change-of-control provisions in effect as of December 31, 2025, 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).

  176. Estimated Potential Payments

    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, 2025 (the last trading day of fiscal year 2025), when our closing stock price was $19.84. 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 “2025 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. Mr. DiSilvestro is excluded from the table below due to his departure in 2025. In connection with his departure, he did not become eligible to receive any severance benefits.

  177. Estimated Potential Payments

    | 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 | | | | | | | | Change of Control | — | 3,440,000 | — | — | — | 3,440,000 | | Involuntary Termination | 10,080,000 | 2,473,360 | 17,067,281 | 1,375,734 | 128,350 | 31,124,724 | | COC Termination | 10,080,000 | 3,440,000 | 24,129,269 | 5,187,112 | 128,350 | 42,964,731 | | Retirement | — | — | — | — | — | — | | Permanent Disability/Death | — | — | 17,067,281 | 5,187,112 | — | 22,254,393 | | Paul Ruh, Chief Financial Officer | | | | | | | | Change of Control | — | 590,822 | — | — | — | 590,822 | | Involuntary Termination | 2,850,000 | 424,801 | 189,670 | 1,061,698 | 100,995 | 4,627,164 | | COC Termination | 3,800,000 | 590,822 | 1,060,309 | 5,460,206 | 117,993 | 11,029,330 | | Retirement | — | — | — | — | — | — | | Permanent Disability/Death | — | — | 189,670 | 5,460,206 | — | 5,649,876 | | Steve Totzke, President and Chief Commercial Officer | | | | | | | | Change of Control | — | 900,000 | — | — | — | 900,000 | | Involuntary Termination | 2,700,000 | 647,100 | 2,360,662 | 2,828,494 | 108,297 | 8,644,553 | | COC Termination | 3,600,000 | 900,000 | 3,535,111 | 2,828,494 | 127,729 | 10,991,334 | | Retirement(6) | — | — | 2,360,662 | 19,309 | — | 2,379,971 | | Permanent Disability/Death | — | — | 2,360,662 | 2,828,494 | — | 5,189,157 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | | | | | | | | Change of Control | — | 542,500 | — | — | — | 542,500 | | Involuntary Termination | 1,317,500 | 390,058 | 1,470,819 | 521,534 | 76,074 | 3,775,985 | | COC Termination | 2,635,000 | 542,500 | 2,124,051 | 1,653,922 | 102,149 | 7,057,621 | | Retirement | — | — | — | — | — | — | | Permanent Disability/Death | — | — | 1,470,819 | 1,653,922 | — | 3,124,740 | | Roberto Isaias, EVP and Chief Supply Chain Officer | | | | | | | | Change of Control | — | 560,000 | — | — | — | 560,000 | | Involuntary Termination | 1,360,000 | 442,904 | 1,605,215 | 1,895,494 | 89,175 | 5,392,787 | | COC Termination | 2,720,000 | 560,000 | 2,360,841 | 1,895,494 | 128,350 | 7,664,684 | | Retirement(6) | — | — | 1,605,215 | — | — | 1,605,215 | | Permanent Disability/Death | — | — | 1,605,215 | 1,895,494 | — | 3,500,708 |

  178. Estimated Potential Payments

    (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 2025, 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 2025 MIP in the event of an involuntary termination based on actual 2025 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, 2025, target 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 target MIP amounts earned for the year ended December 31, 2025.

  179. Estimated Potential Payments

    | 2026 Proxy Statement | 77 |

  180. Estimated Potential Payments

    | | |

  181. Estimated Potential Payments

    (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 actual performance of 116% for the 2023-2025 LTIP Performance Units since target performance was exceeded. Since actual performance is trending below target for the 2024-2026 LTIP (based on 2024-2025 actual and 2026 estimate), we have shown performance at target for the 2024-2026 LTIP Performance Units. Since actual performance is trending below target for the 2025-2027 LTIP (based on 2025 actual and 2026-2027 estimate), we have shown performance at target for the 2025-2027 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 2023-2025 LTIP Performance Units and the values based on performance of 96% in the case of the 2024-2026 LTIP Performance Units and 92% in the case of the 2025-2027 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 2024-2026 LTIP and one-third for the 2025-2027 LTIP. Amounts shown are valued based on our closing stock price of $19.84 on December 31, 2025, the last trading day of fiscal year 2025. For a discussion of the achievement of Adjusted Free Cash Flow and relative TSR with respect to the 2023-2025 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, 2025 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, 2025, 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, 2025, 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 $19.84 on December 31, 2025, the last trading day of fiscal year 2025. 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 $19.84 on December 31, 2025, the last trading day of fiscal year 2025. (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. Totzke would receive accelerated vesting of unvested stock options. Stock option value represents 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 $19.84 on December 31, 2025, the last trading day of fiscal year 2025. 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.

  182. Estimated Potential Payments

    | 78 | Mattel, Inc. |

  183. Estimated Potential Payments

    | | Compensation at Mattel |

  184. Pay Ratio of CEO to Median Employee

    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 2025, we continued to employ December 31 as the date for determining the employees to be considered in computing the pay ratio and employed 2025 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, 2025, Mattel had approximately 31,000 employees (including temporary and seasonal employees) working in 34 countries worldwide. Approximately 26,000 employees (85% of the total workforce) are located outside the United States, with a significant global manufacturing labor workforce of approximately 22,000 employees. Market levels of pay and wage rates are significantly 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 $7,156. The global median employee worked in our manufacturing facility in Malaysia. The 2025 Total Annual Compensation of our CEO was $15,060,621, as reported in the Summary Compensation Table, which resulted in a pay ratio of 2,105:1 when compared to the 2025 Total Annual Compensation for our global median employee of $7,156. 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.

  185. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of SEC 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.”

  186. Pay versus Performance

    | 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) ($) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 15,060,621 | 17,642,086 | 3,807,763 | 3,106,600 | 114 | 154 | 398 | 725 | | 2024 | 37,802,591 | 31,437,589 | 4,006,070 | 3,555,437 | 102 | 145 | 542 | 807 | | 2023 | 18,948,385 | 30,825,128 | 4,573,625 | 4,036,440 | 108 | 112 | 214 | 647 | | 2022 | 11,890,387 | (6,690,512) | 3,553,671 | 242,561 | 102 | 78 | 394 | 521 | | 2021 | 16,128,895 | 26,713,850 | 5,152,260 | 7,128,999 | 124 | 124 | 903 | 699 |

  187. Pay versus Performance

    (1) The amounts reported in column (b) are the amounts reported for Mr. Kreiz (our CEO) for each of the corresponding years in the “Total” column of the Summary Compensation Table. Refer to the “Summary Compensation Table.” (2) The amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Kreiz, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the 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 below with respect to fiscal year 2025. 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 116% of target for the 2023-2025 LTIP Performance Units and assumes performance achievement of 96% and 92% of target for the 2024-2026 LTIP Performance Units and 2025-2027 LTIP Performance Units, respectively.

  188. Pay versus Performance

    | 2026 Proxy Statement | 79 |

  189. Pay versus Performance

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  190. Pay versus Performance

    | Compensation Actually Paid to PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | 15,060,621 | 37,802,591 | 18,948,385 | 11,890,387 | 16,128,895 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (10,821,996) | (29,828,352) | (11,412,502) | (10,250,004) | (9,999,997) | | 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 | 10,901,336 | 26,941,037 | 15,658,508 | 1,652,156 | 10,349,756 | | 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 | 2,889,406 | (3,097,151) | 4,327,221 | (10,536,425) | 9,714,985 | | 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 | (387,281) | (380,537) | 3,303,515 | 553,375 | 520,211 | | 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 | 17,642,086 | 31,437,589 | 30,825,128 | (6,690,512) | 26,713,850 |

  191. Pay versus Performance

    (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 2025, Messrs. Ruh, Totzke, Anschell, and Isaias, and Anthony DiSilvestro, our former Chief Financial Officer; (ii) for 2024, Messrs. DiSilvestro, Totzke, Anschell, and Isaias; (iii) for 2023, Messrs. DiSilvestro, Totzke, Anschell, and Isaias, and Richard Dickson, our former President and Chief Operating Officer; (iv) for 2022, Messrs. Dickson, DiSilvestro, Totzke, and Anschell; and (v) for 2021, Messrs. Dickson, DiSilvestro, Totzke, and Anschell. (4)The amounts reported in column (e) represent the average amount of “compensation actually paid” to our NEOs as a group (excluding Mr. Kreiz), as computed in accordance with Item 402(v) 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 2025. 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 116% of target for the 2023-2025 LTIP Performance Units and assumes performance achievement of 96% and 92% of target for the 2024-2026 LTIP Performance Units and 2025-2027 LTIP Performance Units, respectively.

  192. Pay versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Average Summary Compensation Table Total | 3,807,763 | 4,006,070 | 4,573,625 | 3,553,671 | 5,152,260 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (2,604,006) | (1,912,500) | (2,794,003) | (2,575,001) | (2,643,751) | | 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 | 2,708,485 | 1,888,554 | 2,007,385 | 916,155 | 2,729,679 | | 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 | 105,050 | (375,644) | 550,875 | (1,812,180) | 1,501,416 | | 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 | (81,847) | (51,043) | (39,557) | 159,916 | 389,395 | | Less, prior year-end fair value for any equity awards forfeited in the year | (828,846) | — | (261,885) | — | — | | 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 | 3,106,600 | 3,555,437 | 4,036,440 | 242,561 | 7,128,999 |

  193. Pay versus Performance

    (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, 2020. (6) The peer group used for this purpose is the following published industry index: S&P 500 Consumer Discretionary Index. (7)The amounts reported represent the amount of Net Income, in millions, reflected in the Company’s audited financial statements for the applicable year. (8)The amounts reported represent the amount MIP-Adjusted EBITDA Less Capital Charge, in millions. For a description of the adjustments under MIP-Adjusted EBITDA Less Capital Charge, please see “Management Incentive Non-GAAP Financial Measures” on page 101.

  194. Presented in the Pay versus Performance Table

    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.

  195. Presented in the Pay versus Performance Table

    | 80 | Mattel, Inc. |

  196. Presented in the Pay versus Performance Table

    | | Compensation at Mattel |

  197. Compensation Actually Paid, Cumulative TSR, and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR, and Peer Group TSR

  198. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  199. Compensation Actually Paid and Net Income

    | 2026 Proxy Statement | 81 |

  200. Compensation Actually Paid and Net Income

    | | |

  201. Compensation Actually Paid and MIP-Adjusted EBITDA Less Capital Charge

    Compensation Actually Paid and MIP-Adjusted EBITDA Less Capital Charge

  202. Election of Directors

    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 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.

  203. Election of Directors

    | 2026 Proxy Statement | 97 |

  204. Election of Directors

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