DEF 14A of Mattel Inc /De/
Filed Apr 17, 2024 · FY20230001628280-24-016582
Michael Dolan
| Board Structure | 33 | | Board Accountability and Effectiveness | 39 | | Non-Employee Director Compensation | 42 |
Michael Dolan
| Summary Compensation Table | 65 | | Grants of Plan-Based Awards in 2023 | 67 | | Outstanding Equity Awards at 2023 Year End | 68 | | Option Exercises and Stock Vested in 2023 | 71 | | 2023 Nonqualified Deferred Compensation | 71 | | Potential Payments Upon Termination or Change of Control | 74 | | Estimated Potential Payments | 76 | | Pay Ratio of CEO to Median Employee | 78 | | Pay versus Performance | 78 | | Report of the Compensation Committee | 81 |
Grow IP-Driven Toy Business and Expand Entertainment Offering
Grow IP-Driven Toy Business and Expand Entertainment Offering
Grow IP-Driven Toy Business and Expand Entertainment Offering
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Grow IP-Driven Toy Business and Expand Entertainment Offering
| 2024 Proxy Statement | 7 |
Grow IP-Driven Toy Business and Expand Entertainment Offering
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding our 2023 financial performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024 (“Form 10-K”). We made this Proxy Statement available to stockholders beginning on April 17, 2024.
Grow IP-Driven Toy Business and Expand Entertainment Offering
| Proposal | | The Board’s Recommendations | Page | | 1 | Election of Ten Director Nominees | FOR each Director Nominee | 19 | | 2 | Ratification of PricewaterhouseCoopers LLP as our Independent Accounting Firm for the Year Ending December 31, 2024 | FOR | 45 | | 3 | Advisory Vote to Approve Named Executive Officer Compensation | FOR | 48 | | 4 | Approval of the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan | FOR | 82 | | 5 | Stockholder Proposal Requesting Additional Disclosure Regarding Political Contributions and Expenditures | AGAINST | 91 |
Grow IP-Driven Toy Business and Expand Entertainment Offering
| How To Vote | | | | | | | | Internet www.ProxyVote.com (prior to May 29, 2024). Attend our annual meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website (during the meeting) | | Telephone 1-800-690-6903 | | Mail Mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope |
Grow IP-Driven Toy Business and Expand Entertainment Offering
| 8 | Mattel, Inc. |
Grow IP-Driven Toy Business and Expand Entertainment Offering
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Grow IP-Driven Toy Business and Expand Entertainment Offering
| 2024 Proxy Statement | 9 |
Grow IP-Driven Toy Business and Expand Entertainment Offering
| | | | Dr. Judy Olian | Dawn Ostroff | | Director Since: 2018 | Director Since: 2024 | | Committee Memberships: Compensation (Chair), Governance and Social Responsibility | Committee Membership: Compensation | | Independent | Independent |
Grow IP-Driven Toy Business and Expand Entertainment Offering
*Audit Committee Financial Expert
Grow IP-Driven Toy Business and Expand Entertainment Offering
| | | | | | Ynon Kreiz | Adriana Cisneros | Diana Ferguson* | Julius Genachowski* | | Director Since: 2017 | Director Since: 2018 | Director Since: 2020 | Director Since: 2024 | | Committee Membership: Stock Grant | Committee Membership: Governance and Social Responsibility | Committee Memberships: Audit (Chair), Executive | Committee Memberships: Audit, Governance and Social Responsibility | | Chairman of the Board | Independent | Independent | Independent |
Grow IP-Driven Toy Business and Expand Entertainment Offering
| | | | | | Prof. Noreena Hertz | Soren Laursen | Roger Lynch | Dominic Ng* | | Director Since: 2023 | Director Since: 2018 | Director Since: 2018 | Director Since: 2006 | | Committee Membership: Governance and Social Responsibility (Chair) | Committee Memberships: Audit, Finance | Committee Memberships: Compensation, Finance | Committee Memberships: Finance (Chair), Audit, Executive | | Independent | Independent | Independent | Independent |
Grow IP-Driven Toy Business and Expand Entertainment Offering
We believe effective oversight comes from a board of directors that represents a diverse range of experience and perspectives that collectively provide the talent, skills, expertise, diversity, and independence necessary for sound governance. The nominees to our Board of Directors (the “Board”) possess a diverse 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 and experience, and describing the skills and experience our Board believes are important to our Company's strategy can be found on page 20.
Director Nominees Skills, Experience, and Attributes
Director Nominees Skills, Experience, and Attributes
Director Nominees Skills, Experience, and Attributes
| | | | | | | | | | | | Brand and Marketing | Corporate Citizenship / ESG | Entertainment / Media | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership | Supply Chain | Technology / E-Commerce | | 5 of 10 nominees | 7 of 10 nominees | 8 of 10 nominees | 8 of 10 nominees | 6 of 10 nominees | 6 of 10 nominees | 8 of 10 nominees | 9 of 10 nominees | 3 of 10 nominees | 6 of 10 nominees |
best practices by emphasizing at risk performance-based compensation and long-term stockholder value creation in the
best practices by emphasizing at risk performance-based compensation and long-term stockholder value creation in the
form of an annual short-term cash incentive (Mattel Incentive Plan or “MIP”) and annual stock-based long-term
form of an annual short-term cash incentive (Mattel Incentive Plan or “MIP”) and annual stock-based long-term incentives (“LTIs”). The chart below shows the 2023 target total direct compensation (“TDC”)* mix for our CEO and the average 2023 target TDC mix for our other named executive officers (“NEOs”).
Significant Portion of 2023 Target TDC* at Risk
*2023 target TDC is the sum of 2023 year-end annual base salary, MIP target incentive opportunity, and annual LTIs (i.e., grant value of performance-based restricted stock units (“Performance Units”) granted under the 2023-2025 Long-Term Incentive Program (“LTIP”), stock options, and restricted stock units (“RSUs”)). **In light of Mr. Dickson’s departure in August 2023, this chart excludes his compensation.
Based
| Compensation Components | Characteristics | 2023 Actions/Results | | 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 2023 LTI values for Mr. Kreiz and the other NEOs, supported by competitive market practices based on data provided by FW Cook and our pay-for- performance philosophy, as discussed on page 57. | | •Performance Units | •Incentivize and motivate senior executives to achieve key long-term financial objectives and stock price outperformance •The Performance Units granted under the three-year LTIP cycles are structured as follows: ◦Three-Year Cumulative Adjusted Free Cash Flow ◦Multiplier based on Three-Year Relative Total Stockholder Return (“TSR”) vs. S&P 500 constituents | The earnout for the 2021-2023 LTIP was 101% of target Performance Units granted, as discussed on page 59. | | •Stock Options | •Align senior executives’ interests with stockholders’ interests and drive focus on increasing long-term stockholder value •Vest in annual installments over three years and have ten-year terms | | | •RSUs | •Encourage senior executive stock ownership •Support stockholder-aligned retention •Vest in annual installments over three years | |
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our profitability and operational targets. Outcomes of our compensation programs in 2023 reflect the successful execution of our financial and operating plan. Despite a challenging retail inventory headwind and a toy industry decline during the year, we over-delivered on our MIP-Adjusted EBITDA Less Capital Charge* target by significantly reducing owned inventory levels, which drove improved working capital performance. We also exceeded our MIP-Adjusted Gross Margin* target, driven by cost savings, pricing, and the Barbie movie. With retail inventory headwinds, MIP-Adjusted Net Sales* performance was slightly below target.
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
| MIP-Adjusted EBITDA Less Capital Charge* | MIP-Adjusted Net Sales* | MIP-Adjusted Gross Margin* | | | | |
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
($ in millions)
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
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2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
| 2024 Proxy Statement | 13 |
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
2021-2023 LTIP earnout reflects continued significant improvement in Adjusted Free Cash Flow* generation, offset by our stock price performance, over the three-year performance period. By continuing to improve profitability over the three-year performance period, we achieved a total 2021-2023 earnout of 101% of target Performance Units granted.
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
| Three-Year Cumulative Adjusted Free Cash Flow* | Relative TSR Percentile | | | |
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
($ in millions) *The tables above reflect Mattel’s 2023 performance with respect to MIP-Adjusted EBITDA Less Capital Charge, MIP-Adjusted Net Sales, MIP-Adjusted Gross Margin, and Adjusted Free Cash Flow, which are non-GAAP measures under the SEC’s rules. These measures are an integral part of the pre-established plan parameters for the MIP and LTIP, which were approved by the Compensation Committee and are intended to ensure that events outside the control of management do not unduly influence the achievement of the performance measures, and that employees are not penalized or benefited by the impact of unusual items that are unforeseeable or unquantifiable at the time the respective plan parameters are set, while also aligning them with stockholders’ interests. Please see “Management Incentive Non-GAAP Financial Measures” on page 103 for definitions of these measures and a description of the adjustments under the MIP and LTIP.
Compensation Governance Best Practices
| What We Do | What We Do Not Do | | Clawback Policy applicable to all Section 16 officers and other officers at or above the level of Executive Vice President (“EVP”) Best practice severance benefits at competitive levels not greater than 2x the sum of base salary and annual bonus, applicable to the CEO and direct reports to the CEO Double-trigger accelerated vesting in the event of a change of control Robust stock ownership guidelines as a multiple of base salary: 6x for the CEO, 4x for the Chief Financial Officer (“CFO”), and 3x for other NEOs Independent compensation consultant Annual compensation risk assessment Annual review comparing executive compensation with peer companies (“peer group”) | No excise tax gross-ups on severance or other payments in connection with a change of control No poor pay practice tax gross-ups on perquisites and benefits No hedging or pledging by Board members, officers, or employees permitted No repricing of stock options without stockholder approval |
Human Capital Management
| 100% Base Pay Ratio by Gender1 | 100% Base Pay Ratio by Ethnicity2 | 57% Total Representation of Women3 | 45% Total Representation of Ethnically Diverse Employees4 |
2023 Notable Recognition and Awards
2023 Notable Recognition and Awards
2023 Notable Recognition and Awards
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2023 Notable Recognition and Awards
| 2024 Proxy Statement | 17 |
2023 Notable Recognition and Awards
| | | | | | World's Best Employers & America’s Best Midsize Employers | Best Companies to Work For | America's Greatest Workplaces for Women & Most Trustworthy, Most Responsible Companies in America | Best Workplaces for Innovators | | | | | | | 100 Best Companies | Great Place to Work® Certified - USA, UK, DE, AUS | Best Places to Work HRC - USA, MX, BR | Best Places to Work in IT |
2023 Notable Recognition and Awards
| ESG Oversight |
2023 Notable Recognition and Awards
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2023 Notable Recognition and Awards
| 18 | Mattel, Inc. |
2023 Notable Recognition and Awards
| Board of Directors | | | | Audit Committee | Compensation Committee | Governance and Social Responsibility Committee | | •Oversees ESG-related compliance, including compliance with laws and regulations | •Considers progress of Mattel’s ESG priorities, strategy, and goals when assessing performance | •Assists the Board with oversight and review of ESG matters •Periodically receives reports from management and reports to the Board | | Management | | | | •Reports to the Board’s Governance and Social Responsibility Committee, providing updates on progress toward Mattel’s ESG programs and plans on a periodic basis | | | | ESG Executive Council | | | | •Chaired by Mattel’s Chairman and CEO and composed of key senior executives throughout the organization •Defines Mattel’s ESG strategy and goals, and evaluates and approves programs and plans that advance Mattel’s ESG practices in support of the Company’s purpose and objectives, focusing on key workstreams designed to reinforce Mattel’s ESG strategy and goals •Aims to meet monthly to provide updates to management on progress toward goals and to review new programs, plans, and recommendations | | |
2023 Notable Recognition and Awards
| Proposal 1: Election of Directors | | | | The Board recommends that stockholders vote FOR each of the nominees named herein for election as directors. |
2023 Notable Recognition and Awards
Our Board currently consists of eleven directors. After serving more than twenty years on the Board, including as our Independent Lead Director since 2015, Michael Dolan has decided not to stand for re-election at the 2024 Annual Meeting. In light of Mr. Dolan’s decision not to stand for re-election, the size of the Board will be decreased to ten directors as of the election of directors at the 2024 Annual Meeting. After receiving input from members of the Governance and Social Responsibility Committee, the Board has nominated ten director nominees for election at the 2024 Annual Meeting, all of whom are currently directors. 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 death, resignation, disqualification, or removal:
2023 Notable Recognition and Awards
| | | | | | | Ynon Kreiz | Adriana Cisneros | Diana Ferguson | Julius Genachowski | Prof. Noreena Hertz | | | | | | | | Soren Laursen | Roger Lynch | Dominic Ng | Dr. Judy Olian | Dawn Ostroff |
2023 Notable Recognition and Awards
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 2024 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.
2023 Notable Recognition and Awards
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2023 Notable Recognition and Awards
| 2024 Proxy Statement | 19 |
2023 Notable Recognition and Awards
Our director nominees possess a diverse set of skills, experience, and attributes, which align with our business strategy and contribute to effective oversight. A summary is outlined below.
2023 Notable Recognition and Awards
| Skills, Experience, and Attributes | | | | | | | | | | | | | | Brand and Marketing As we look to capture the full value of our IP in the mid-to-long term, we believe directors with relevant experience in consumer marketing or brand management, especially on a global basis, provide important insights to our Board. | • | • | | | | • | • | | | • | | | Corporate Citizenship/ESG We benefit from directors with experience with sustainability and social impact initiatives designed to achieve long-term stockholder value through a responsible, sustainable business model. | • | • | | • | • | • | | • | • | | | | Entertainment and Media We value experience in the entertainment/media industries, which provide important insight as we seek to capture the full value of our IP by monetizing our brands and franchises through film, television, digital gaming, live events, and music. | • | • | | • | • | • | • | • | | • | | | Finance, Accounting, or Financial Reporting We value directors with experience in finance, accounting, and/or financial reporting, as we measure our operating and strategic performance by reference to certain financial measures and are subject to various accounting and public company rules and requirements. Accordingly, we seek to have a number of directors who qualify as audit committee financial experts (as defined by SEC rules). | • | | • | • | • | • | • | • | • | | | | Human Capital Management Our people are among our most important assets and we believe the successful development and retention of our employees is critical to our success. As such, we benefit from having directors with an understanding of human capital management obtained from experience as a senior leader in a large organization. | • | | • | • | | • | | • | • | | | | Industry Directors with experience in our industry provide valuable perspective on issues specific to our products and the operation of our business. | • | | • | • | • | • | | • | | | | | International/Global Operations As our business is worldwide in scope, we benefit from directors having experience as a senior leader in a large organization with international operations. | • | • | • | • | | • | • | • | • | | | | Senior Leadership Directors with CEO or senior management experience have a demonstrated record of leadership and a practical understanding of organizations, processes, strategy, risk, and risk management, as well as methods to drive change and growth. | • | • | • | • | | • | • | • | • | • | | | Supply Chain As a global consumer goods company, we benefit from directors with experience in supply chain management or oversight, including international manufacturing, sourcing, inventory management, transportation and logistics, and supplier/vendor relationships. | • | | • | | | • | | | | | | | Technology and E-Commerce Experience with technology/e-commerce, including in cybersecurity and data privacy, helps our Board oversee Mattel’s cybersecurity risks and advise management as we further grow our e-commerce business, including our DTC business. | | • | | • | • | • | • | | | • |
2023 Notable Recognition and Awards
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2023 Notable Recognition and Awards
| 20 | Mattel, Inc. |
2023 Notable Recognition and Awards
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, and backgrounds, including their diversity and independence, led the Board to conclude that these persons should serve as Mattel’s directors at this time. For each director nominee, set forth below is a description of his or her age, Board tenure, principal occupation, other business experience, public company experience, and other directorships held during the past five years.
2023 Notable Recognition and Awards
| | Ynon Kreiz | | | | | | | | | | | Chairman of the Board Age: 59 Director Since: 2017 | | | Mattel Committee Membership: Stock Grant Committee Other Current Public Directorships: Warner Music Group Corp. | | | | | | | | Skills: | | | | | | | | | | | | | | | | | | | | | | Brand and Marketing | Corporate Citizenship / ESG | Entertain- ment / Media | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership | Supply Chain |
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 a director 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.
Key Experience/Director Qualifications
| Career Highlights Maker Studios, Inc., a global digital media and content network company •Chairman of the Board (June 2012 – May 2014) •Chief Executive Officer (May 2013 – January 2015) Endemol Group, one of the world’s leading television production companies •Chairman of the Board and Chief Executive Officer (June 2008 – June 2011) Balderton Capital (formerly Benchmark Capital Europe), a venture capital firm •General Partner (2005 – 2007) Fox Kids Europe N.V., a children’s entertainment company •Chairman of the Board, Chief Executive Officer, and Co-founder (1996 – 2002) | Other Public Company Directorships •Warner Music Group Corp. since May 2015 Additional Leadership Experience and Service •Member, Academy of Motion Picture Arts & Science’s Executive Branch since 2023 •Board of Advisors, Anderson Graduate School of Management at UCLA since April 2015 •Chairman of Board of Trustees, Israeli Olympic Committee, London Games (2012) |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 2024 Proxy Statement | 21 |
Key Experience/Director Qualifications
| | Adriana Cisneros | | | | | | | | Age: 44 Director Since: 2018 | | Mattel Committee Membership: Governance and Social Responsibility Committee Other Current Public Directorships: AST SpaceMobile, Inc. | | | | | | Skills: | | | | | | | | | | | | | | | | Brand and Marketing | Corporate Citizenship / ESG | Entertain- ment / Media | International / Global Operations | Senior Leadership | Technology / E-Commerce |
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.
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 Public Company Directorships •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 •Director, Americas Society/Council of the Americas since 2021 •Member, Strategic Advisory Board of Mission Advancement Corp. since 2020 •Director, Citibank Private Bank Latin American Advisory Board since 2018 •Director, Knight Foundation since 2018 •Director, Parrot Analytics since 2018 •Trustee, The Paley Center for Media since 2016 •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, University of Miami (2017 – 2023) •Co-chair, Endeavor Miami (2014 – 2020) |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 22 | Mattel, Inc. |
Key Experience/Director Qualifications
| | Diana Ferguson | | | | | | | | Age: 61 Director Since: 2020 | | Mattel Committee Memberships: Audit Committee (Chair), Executive Committee Other Current Public Directorships: Gartner, Inc., Sally Beauty Holdings, Inc. | | | | | | Skills: | | | | | | | | | | | | | | | | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership | Supply Chain |
Key Experience/Director Qualifications
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.
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 Public Company Directorships •Gartner, Inc. since 2021 •Sally Beauty Holdings, Inc. since 2019 •Invacare Corporation (2018 – 2022) •Frontier Communications Corporation (2014 – 2021) Additional Leadership Experience and Service •Director, Chicago Botanic Gardens since 2021 •Trustee, Groton School since 2015 •Board Member, Leadership Greater Chicago (2003 – 2005) |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 2024 Proxy Statement | 23 |
Key Experience/Director Qualifications
| | Julius Genachowski | | | | | | | | | | Age: 61 Director Since: 2024 | | Mattel Committee Memberships: Audit Committee, Governance and Social Responsibility Committee Other Current Public Directorships: Mastercard Incorporated, Sonos, Inc. | | | | | | | | Skills: | | | | | | | | | | | | | | | | | | | | Corporate Citizenship / ESG | Entertain- ment / Media | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership | Technology / E-Commerce |
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.
Key Experience/Director Qualifications
| Career Highlights The Carlyle Group, a global investment company •Senior Advisor since 2024 •Partner and Managing Director (2014 – 2023) President’s Intelligence Advisory Board, an independent intelligence advisory board within the Executive Office of the President •Member (August 2014 – January 2017) U.S. Federal Communications Commission, an independent federal agency of the United States •Chair (2009 – 2013) IAC Inc. (formerly IAC/InterActiveCorp), a holding company that owns brands across 100 countries •Member of Barry Diller’s Office of the Chairman, Chief of Business Operations, and General Counsel (1997 – 2005) Supreme Court of the United States •Law Clerk to David H. Souter (1993 – 1994) •Law Clerk to William J. Brennan, Jr. (1992 – 1993) | Other Public Company Directorships •Mastercard Incorporated since June 2014 •Sonos, Inc. since September 2013 •Sprint Corporation (August 2015 – April 2020) Additional Leadership Experience and Service •Director, HIAS since 2022 •Member, President-Elect Obama’s Transition Board (2008) •Chairperson, Obama Presidential Campaign Technology, Media and Telecommunications Policy Working Group (2008) |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 24 | Mattel, Inc. |
Key Experience/Director Qualifications
| | Prof. Noreena Hertz | | | | | | | Age: 56 Director Since: 2023 | | Mattel Committee Membership: Governance and Social Responsibility Committee (Chair) Other Current Public Directorships: Warner Music Group | | | | | Skills: | | | | | | | | | | | | | | Corporate Citizenship / ESG | Entertain- ment / Media | Finance, Accounting, or Financial Reporting | Industry | Technology / E-Commerce |
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.
Key Experience/Director Qualifications
| Career Highlights University College London •Visiting Professor at the Institute for Global Prosperity since 2016 •Honorary Professor since 2013 University of Amsterdam •Professor of Globalisation, Sustainability, and Finance (2009 – 2013) University of Cambridge •Associate Director of the Centre for International Business and Management (2003 – 2013) | Other Public Company Directorships •Warner Music Group Corp. (2014 – 2016; 2017 – present) Additional Leadership Experience and Service •Director, Workhuman (Globoforce Limited) since April 2022 •Trustee, Inspiring Girls International Limited (2016 – 2023) •Member, RWE AG Digital Transformation Board (2015 – 2016) •Member, Inclusive Capitalism Taskforce (2012 – 2013) •Member, Edelman Europe Advisory Board (2009 – 2012) •Member, Citigroup Politics and Economics Global Advisory Board (2007 – 2008) |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 2024 Proxy Statement | 25 |
Key Experience/Director Qualifications
| | Soren Laursen | | | | | | | | | | | | Age: 60 Director Since: 2018 | | | Mattel Committee Memberships: Audit Committee, Finance Committee | | | | | | | | | Skills: | | | | | | | | | | | | | | | | | | | | | | | | Brand and Marketing | Corporate Citizenship / ESG | Entertain- ment / Media | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership | Supply Chain | Technology / E-Commerce |
Key Experience/Director Qualifications
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.
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, Koble ApS since 2023 •Board member, The Army Painter since 2023 •Chairman, BørneRiget Fonden since 2020 •Advisor, AVT Business School since 2018 •Board member, Postevand ApS since 2015 •Board member, Varier Furniture A/S Oslo since 2014 •Advisor, American Toy Industry 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) |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 26 | Mattel, Inc. |
Key Experience/Director Qualifications
| | Roger Lynch | | | | | | | | Age: 61 Director Since: 2018 | | Mattel Committee Memberships: Compensation Committee, Finance Committee | | | | | | Skills: | | | | | | | | | | | | | | | | Brand and Marketing | Entertain- ment / Media | Finance, Accounting, or Financial Reporting | International / Global Operations | Senior Leadership | Technology / E-Commerce |
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.
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) |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 2024 Proxy Statement | 27 |
Key Experience/Director Qualifications
| | Dominic Ng | | | | | | | | | Age: 65 Director Since: 2006 | | Mattel Committee Memberships: Finance Committee (Chair), Audit Committee, Executive Committee Other Current Public Directorships: East West Bancorp, Inc. | | | | | | | Skills: | | | | | | | | | | | | | | | | | | Corporate Citizenship / ESG | Entertain- ment / Media | Finance, Accounting, or Financial Reporting | Human Capital Management | Industry | International / Global Operations | Senior Leadership |
Key Experience/Director Qualifications
Key Experience/Director Qualifications As the Chief Executive Officer of the largest independent bank headquartered in Southern California, Mr. Ng brings to Mattel’s Board significant experience in leadership, strategy, business development, and global business. He also has valuable experience in dealing with complex accounting principles and judgments, internal controls, financial reporting rules and regulations, and evaluating financial results and financial reporting processes of large companies. Mr. Ng transformed East West Bank from a small savings and loan association based in Los Angeles into a large, full-service commercial bank with differentiated value offerings. Mr. Ng’s extensive experience conducting business in Asia is of strategic value to Mattel because of its large manufacturing presence in Asia and emerging markets initiatives. He also adds to Mattel’s Board extensive business and governmental relationships in the State of California and the greater metropolitan area of Los Angeles, where Mattel is headquartered.
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 1992 •President (1992 – 2009) Seyen Investment, Inc., a private family investment business •President (1990 – 1992) Deloitte & Touche LLP, an accounting firm •Certified Public Accountant (1980 – 1990) | Other Public Company Directorships •East West Bancorp, Inc. since 1992 •PacifiCare Health Systems, Inc. (2003 – 2005) •ESS Technology, Inc. (1998 – 2004) Additional Leadership Experience and Service •Member, Asia-Pacific Economic Cooperation Business Advisory Council since 2022 •Trustee, Academy Museum of Motion Pictures since 2018 •Trustee, University of Southern California since 2014 •Director of the following nonprofit entities and government organizations: California Bankers Association (2002 – 2011, 2016 – 2017); Chairman, Committee of 100 (2011 – 2014); 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) |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 28 | Mattel, Inc. |
Key Experience/Director Qualifications
| | Dr. Judy Olian | | | | | | | Age: 72 Director Since: 2018 | Mattel Committee Memberships: Compensation Committee (Chair), Governance and Social Responsibility Committee Other Current Public Directorships: Ares Management Corporation, United Therapeutics Corp. | | | | | | Skills: | | | | | | | | | | | | | | Corporate Citizenship / ESG | Finance, Accounting, or Financial Reporting | Human Capital Management | International / Global Operations | Senior Leadership |
Key Experience/Director Qualifications
Key Experience/Director Qualifications As the President of Quinnipiac University, and former Dean of the UCLA Anderson School of Management for over 12 years, Dr. Olian brings to Mattel’s Board her extensive leadership record in running large organizations, as well as her professional expertise in human resource management, top management teams, and management strategy. She also has extensive board experience in publicly-traded and nonprofit boards. Prior to Dr. Olian’s most recent roles, she served as Dean of Penn State’s Smeal College of Business, and in various faculty and leadership roles at the University of Maryland. She was also a management consultant at, and Chair of, AACSB International, the premier accrediting and thought leadership organization for global business schools.
Key Experience/Director Qualifications
| Career Highlights Quinnipiac University •President since July 2018 UCLA Anderson School of Management •Dean and John E. Anderson Chair in Management (January 2006 – July 2018) Other Public Company Directorships •United Therapeutics Corp. since 2015 •Ares Management Corporation since 2014 | Additional Leadership Experience and Service •Member, CT Governor’s Workforce Commission since 2020 •Board member, Business-Higher Education Forum since 2019 •Advisory Board Member, Catalyst Inc. since 2011 •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) •Board member, AdvanceCT related to economic development, appointed by Governor of Connecticut |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 2024 Proxy Statement | 29 |
Key Experience/Director Qualifications
| | Dawn Ostroff | | | | | | Age: 64 Director Since: 2024 | Mattel Committee Membership: Compensation Committee Other Current Public Directorships: Paramount Global | | | | | Skills: | | | | | | | | | | | | Brand and Marketing | Entertain- ment / Media | Senior Leadership | Technology / E-Commerce |
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.
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 Public Company Directorships •Paramount Global, since May 2023 •Activision Blizzard, Inc., August 2020 – October 2023 •Westfield Corporation, March 2016 – February 2018 Additional Leadership Experience and Service •Board Member, New York University since 2014 •Board of Governors, The Paley Center for Media (2020 – 2022) •Director, Anonymous Content (Emerson Collective Parent Company) (2018 – 2020) |
Key Experience/Director Qualifications
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Key Experience/Director Qualifications
| 30 | Mattel, Inc. |
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 an assessment of the talent base, skills, areas of expertise, experience, diversity, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age, and sexual orientation, and independence of the Board and its members. Any changes that may have occurred in any director’s responsibilities, as well as such other factors as may be determined by the Governance and Social Responsibility Committee to be appropriate for review, are also considered. The committee also reviews the results of the Board’s annual self-evaluation. For more information, please see “Board Evaluations” on page 39. 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.
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. |
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; •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; and •Qualities that contribute to the Board’s overall diversity – diversity being broadly construed to mean a variety of opinions, perspectives, professional and personal experiences, and backgrounds, as well as other differentiating characteristics. |
Identifying and Evaluating Director Nominees
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Identifying and Evaluating Director Nominees
| 2024 Proxy Statement | 31 |
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://corporate.mattel.com/en-us/investors/corporate-governance.
Independent Compensation Consultant Review
Independent Compensation Consultant Review On an annual basis, the Compensation Committee reviews, with the assistance of its independent compensation consultant, FW Cook, our non-employee director compensation program. In May 2023, FW Cook conducted an independent review of our non- employee director compensation program and recommended considering certain increases in the annual compensation for our non-employee directors to more closely align with the median of our peer group at that time. As a result, our Compensation Committee determined, based on FW Cook’s analysis, that the value of the annual stock grant should be increased by $10,000, from $155,000 to $165,000, and the additional annual cash retainer for the Independent Lead Director of the Board should be increased by $15,000, from $35,000 to $50,000. FW Cook did not recommend any changes to the structure of our non-employee director compensation program, which FW Cook has indicated is aligned with best practices, as set forth below.
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 |
Stock Compensation
| Annual stock grant of deferred vested RSUs (intended fixed grant value) | $165,000 |
Stock Compensation
Each of our non-employee directors elected at our 2023 Annual Meeting received the annual grant of deferred vested RSUs on the 2023 Annual Meeting date. For non-employee directors commencing service on the Board other than at our annual meeting of stockholders, annual stock grants are pro-rated from the date of commencement of service until the next annual meeting of stockholders. Accordingly, Prof. Hertz received deferred vested RSUs with a value of $38,750 on March 29, 2023, in connection with her appointment to the Board. Each RSU represents a contingent right to receive one share of Mattel common stock. These RSUs vest immediately, but a non-employee director generally will not receive actual shares of Mattel common stock in settlement of the RSUs until the earlier of the third anniversary of the grant date or the date he or she ceases to be a director. The RSUs have dividend equivalent rights, meaning that for the period before the RSUs are settled in shares, we will pay the director cash equal to any cash dividends that he or she would have received if the RSUs had been an equivalent number of actual shares of Mattel common stock. The directors may also elect to defer the receipt of the RSU shares under the Director DCP and, if they do so, any dividends paid on such shares are also deferred under the Director DCP in the form of Mattel stock equivalents. The following table shows the compensation of the members of the Board who served at any time during 2023, other than Mr. Kreiz, whose compensation as an executive officer is set forth in the Summary Compensation Table:
Stock Compensation
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | R. Todd Bradley | 115,000 | 165,005 | — | 280,005 | | Adriana Cisneros | 105,000 | 165,005 | 12,500 | 282,505 | | Michael Dolan | 190,000 | 165,005 | — | 355,005 | | Diana Ferguson | 135,000 | 165,005 | — | 300,005 | | Prof. Noreena Hertz | 131,250 | 203,755 | 7,500 | 342,505 | | Soren Laursen | 105,000 | 165,005 | 7,500 | 277,505 | | Ann Lewnes | 120,000 | 165,005 | 15,000 | 300,005 | | Roger Lynch | 115,000 | 165,005 | 15,000 | 295,005 | | Dominic Ng | 130,000 | 165,005 | 15,000 | 310,005 | | Dr. Judy Olian | 105,000 | 165,005 | 15,000 | 285,005 |
Stock Compensation
(1)In addition to the annual retainer, the amount shown for Prof. Hertz also represents a pro-rated portion of the cash retainer in connection with her appointment to the Board on March 29, 2023. For Mr. Ng, the amount shown was deferred under the Director DCP. (2)Each of our non-employee directors received an annual stock grant of 8,594 RSUs under our Amended and Restated 2010 Equity and Long-Term Compensation Plan (the “2010 Plan”). In connection with her appointment to the Board in March 2023, Prof. Hertz also received an initial grant of 2,208 RSUs, representing a pro-rated portion of the annual stock grant. Amounts in this column represent the grant date fair value of such shares, computed in accordance with FASB ASC Topic 718, based on our closing stock price of $17.55 on March 29, 2023 and $19.20 on May 15, 2023. The table below shows the aggregate number of stock awards outstanding for each of our non-employee directors as of December 31, 2023. Stock awards consist of vested but not settled RSUs and any deferrals of vested RSUs under the Director DCP. Our directors held no outstanding stock option awards as of December 31, 2023.
Deferred Compensation Plan for Non-Employee Directors
Deferred Compensation Plan for Non-Employee Directors The Director DCP allows directors to defer their Board cash retainers and the common stock underlying their annual RSU grants. Cash retainers deferred in the Director DCP are maintained in account balances that are deemed invested in one or more of a number of externally managed institutional funds that are similarly available under the executive Mattel, Inc. Deferred Compensation and PIP Excess Plan. Cash retainers deferred into the Mattel Company Stock Fund in the Director DCP are deemed invested in Mattel stock equivalents, which accrue dividend equivalent rights in the same way as RSUs. Distribution of amounts deferred under the Director DCP may be paid in a lump sum or in ten annual installments, with payment made or commencing in April following the year in which a director ceases service with the Board or the later of the year in which (i) a director ceases service with the Board or (ii) the director achieves a specified age not to exceed 72. As of December 31, 2023, the following directors had the following aggregate number of Mattel stock equivalents in the Director DCP, including deferred RSU shares: Ms. Cisneros: 20,140; Ms. Ferguson: 6,843; Ms. Lewnes: 14,382; Mr. Lynch: 35,504; and Mr. Ng: 187,177.
Key Elements of Our 2023 Executive Compensation Programs
| Compensation Components | Characteristics | 2023 Actions/Results | | Base Salary | •Provide fixed cash compensation based on individual role, skill set, market data, performance, criticality to the Company, and internal pay equity | Increased 2023 base salaries for certain NEOs, in recognition of outstanding performance and criticality to the Company, supported by competitive market practices based on data provided by FW Cook, 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 2023 MIP financial measures focused on improving profitability, accelerating topline growth, and improving our working capital position. The 2023 MIP was structured as follows: ◦65% MIP-Adjusted EBITDA Less Capital Charge ◦20% MIP-Adjusted Net Sales ◦15% MIP-Adjusted Gross Margin ◦Multiplier based on Individual Performance | Increased Mr. Kreiz’s 2023 target MIP opportunity in recognition of the criticality and impact of his role as Chairman & CEO, 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 earnout for the 2023 MIP was 156.2% 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 2023 LTI values for Mr. Kreiz and the other NEOs, supported by competitive market practices based on data provided by FW Cook and our pay-for-performance philosophy, as discussed on page 57. | | •Performance Units | •Incentivize and motivate senior executives to achieve key long-term financial objectives and stock price outperformance •The Performance Units granted under the three-year LTIP cycles are structured as follows: ◦Three-Year Cumulative Adjusted Free Cash Flow ◦Multiplier based on Three-Year Relative TSR vs. S&P 500 constituents | The earnout for the 2021-2023 LTIP was 101% of target Performance Units granted, as discussed on page 59. | | •Stock Options | •Align senior executives’ interests with stockholders’ interests and drive focus on increasing long-term stockholder value •Vest in annual installments over three years and have ten-year-terms | | | •RSUs | •Encourage senior executive stock ownership •Support stockholder-aligned retention •Vest in annual installments over three years | |
In 2023, our executive compensation decisions and programs continued to reflect our commitment to pay-for-
In 2023, our executive compensation decisions and programs continued to reflect our commitment to pay-for- performance and compensation governance best practices. Our compensation programs continued to reflect our commitment to pay-for-performance and long-term stockholder value creation by emphasizing at risk performance-based compensation in the form of an annual cash incentive (MIP) and annual LTIs. As a result, our CEO’s annual target TDC continued to be delivered primarily in the form of performance-based LTIs, with an entirely performance-based annual LTI mix of 75% Performance Units and 25% stock options, unchanged from last year. Our other NEOs continued to receive an annual LTI mix of 50% Performance Units, 25% stock options, and 25% RSUs, subject to our Choice Program discussed below. The chart below shows the 2023 target TDC* mix for our CEO, and the average 2023 target TDC* mix for our other NEOs:
Significant Portion of 2023 Target TDC* At Risk
*2023 target TDC is the sum of 2023 year-end annual base salary, MIP target incentive opportunity, and annual LTIs (i.e., grant value of Performance Units granted under the 2023-2025 LTIP, stock options, and RSUs). **In light of Mr. Dickson’s departure in August 2023, this chart excludes his compensation.
MIP
MIP
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our profitability and operational targets. Outcomes of our compensation programs in 2023 reflect the successful execution of our financial and operating plan. Despite a challenging retail inventory headwind and a toy industry decline during the year, we over-delivered on our MIP-Adjusted EBITDA Less Capital Charge* target by significantly reducing owned inventory levels, which drove improved working capital performance. We also exceeded our MIP-Adjusted Gross Margin* target, driven by cost savings, pricing, and the Barbie movie. With retail inventory headwinds, MIP-Adjusted Net Sales* performance was slightly below target. For our NEOs, the 156.2% Company financial performance earnout under the MIP was based on near-maximum achievement against the goal for MIP-Adjusted EBITDA Less Capital Charge and above-target achievement against the 2023 MIP-Adjusted Gross Margin goal. MIP-Adjusted Net Sales was slightly below target. The Company financial 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 2023, the Individual Performance Multiplier for our CEO was 125% and for our other NEOs ranged from 110% to 125%. Please see “2023 Individual Performance Assessments” on page 56.
2023 MIP earnout reflects successful execution of financial and operating plan that over-delivered on our
| Company Financial Earnout of 2023 MIP Target Opportunity: 156.2% |
LTIP
LTIP 2021-2023 LTIP earnout reflects continued significant improvement in Adjusted Free Cash Flow* generation, offset by our stock price performance, over the three-year performance period. By continuing to improve profitability over the three-year performance period under our 2021-2023 LTIP, we achieved three-year cumulative Adjusted Free Cash Flow* of $1,431 million, resulting in an above-target performance earnout of 130%. Our relative TSR over the three-year performance period was at the 33rd percentile of the S&P 500 constituents, resulting in a TSR multiplier of 78%, and a total earnout of 101% of target Performance Units granted.
LTIP
| Earnout of 2021-2023 LTIP Target Performance Units: 101% |
LTIP
*MIP-Adjusted EBITDA Less Capital Charge, MIP-Adjusted Gross Margin, MIP-Adjusted Net Sales, and Adjusted Free Cash Flow are non-GAAP measures under the SEC’s rules. These measures are an integral part of the pre-established plan parameters for the MIP and LTIP, which were approved by the Compensation Committee and are intended to ensure that events outside the control of management do not unduly influence the achievement of the performance measures, and that employees are not penalized or benefited by the impact of unusual items that are unforeseeable or unquantifiable at the time the respective plan parameters are set, while also aligning them with stockholders’ interests. Please see “Management Incentive Non-GAAP Financial Measures” on page 103 for definitions of these measures and a description of the adjustments under the MIP and LTIP.
Annual Cash Incentive
Annual Cash Incentive Our annual cash incentive plan, the MIP, provides our NEOs and approximately 8,200 other global employees with the opportunity to earn annual cash incentive compensation based on 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. 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, including by advancing our ESG priorities, strategy, and goals. 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
2023 MIP Payout Formula
2023 MIP Payout Formula
2023 MIP Payout Formula
| Target Opportunity ($)x | Financial Performance Earnout (%)x | Individual Performance Multiplier (%) | = | MIP Payout ($)* |
2023 MIP Payout Formula
*NEOs’ payouts could not exceed 200% of MIP target opportunity and were subject to a profitability-based funding requirement based on achievement of the MIP-Adjusted EBITDA component of MIP-Adjusted EBITDA Less Capital Charge. MIP-Adjusted EBITDA threshold performance of $787 million was required to trigger funding of the MIP, which was achieved.
2023 MIP Target Opportunity
2023 MIP Target Opportunity The Compensation Committee conducted a robust analysis of competitive market practices in conjunction with its independent compensation consultant, FW Cook, taking into consideration market data and the criticality and significant impact of Mr. Kreiz’s role as Chairman and CEO. The Committee determined to increase Mr. Kreiz’ MIP target opportunity from 150% to 200% of base salary in 2023, supported by competitive market practices based on data provided by FW Cook and our pay-for-performance philosophy. There were no other changes to 2023 MIP target opportunities for our other NEOs.
2023 MIP Target Opportunity
| Name and Position | 2023 MIP Target Opportunity as a % of Base Salary | | Ynon Kreiz, Chairman and Chief Executive Officer | 200 | | Anthony DiSilvestro, Chief Financial Officer | 100 | | Steve Totzke, President and Chief Commercial Officer | 80 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 70 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 70 | | Richard Dickson, Former President and Chief Operating Officer* | - |
2023 MIP Target Opportunity
* In connection with Mr. Dickson’s voluntary termination of employment in August 2023, he was not eligible to earn a payout under the 2023 MIP.
2023 MIP Target Opportunity
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2023 MIP Target Opportunity
| 54 | Mattel, Inc. |
2023 MIP Financial Performance Measures & Weightings
2023 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:
2023 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 strategic priority of accelerating topline growth | | | 15% MIP-Adjusted Gross Margin Balances our approach to profitable growth, aligning with our cost savings programs |
2023 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 $787 million, which was achieved.
2023 MIP Financial Performance Goals and Results
2023 MIP Financial Performance Goals and Results The Compensation Committee set the Company’s 2023 financial measure performance goals and performance bands (range of threshold and maximum goals from target) as follows: •The 2023 MIP-Adjusted EBITDA Less Capital Charge target goal was set at $571 million, with a performance band range of + $95 million / - $127 million, which was $50 million higher than the 2022 result of $521 million. •The 2023 MIP-Adjusted Net Sales target goal was set at $5,405 million, with a performance band range of + 4% / - 5.25%, compared to the 2022 result of $5,476 million, due to the anticipated impact of inflation at the time the goal was established. •The 2023 MIP-Adjusted Gross Margin target goal was set at 46.9%, with a performance band range of + 125bps / - 150 bps, which was 100 basis points higher than the 2022 result of 45.9%. In setting the above goals, the Compensation Committee focused on establishing financial performance targets under the MIP that would be challenging but achievable under then-current economic assumptions and conditions. Specifically, the Compensation Committee was intentional in the use of adjusted financial measures to exclude stock-based compensation from the metric calculations, to accurately measure management’s actions to drive growth. We believe this adjustment is appropriate and generally understood by our stockholders as helping to present the most accurate illustration of Mattel’s underlying operating and financial performance.
2023 MIP Financial Performance Goals and Results
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2023 MIP Financial Performance Goals and Results
| 2024 Proxy Statement | 55 |
2023 MIP Financial Performance Goals and Results
The following table sets forth the pre-established threshold, target, and maximum performance goals and weightings, and the performance results, for the 2023 MIP financial measures:
2023 MIP Financial Performance Goals and Results
| Financial Measure | Weighting | Threshold (35% earned) | Target (100% earned) | Max (200% earned) | % Earned before weighting | % Earned after weighting | | MIP-Adjusted EBITDA Less Capital Charge* | 65% | | | | 180.5% | 117.3% | | MIP-Adjusted Net Sales* | 20% | | | | 92.4% | 18.5% | | MIP-Adjusted Gross Margin* | 15% | | | | 135.8% | 20.4% | | TOTAL EARNED | | | | | | 156.2% |
2023 MIP Financial Performance Goals and Results
($ in millions) *The table above reflects Mattel’s 2023 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 aligning them with stockholders’ interests. Please see “Management Incentive Non-GAAP Financial Measures” on page 103 for definitions of these measures and a description of the adjustments under the MIP.
2023 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 | 156.2 | 125 | 195.25 | 5,857,500 | | Anthony DiSilvestro, Chief Financial Officer | 156.2 | 110 | 171.82 | 1,546,380 | | Steve Totzke, President and Chief Commercial Officer | 156.2 | 125 | 195.25 | 1,249,600 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 156.2 | 110 | 171.82 | 902,055 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 156.2 | 125 | 195.25 | 956,725 |
Stock-Based Long-Term Incentives
Stock-Based Long-Term Incentives 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 2023 portfolio approach to LTIs was comprised of three components:
Stock-Based Long-Term Incentives
| Performance Units Performance Units are granted under our LTIP and earned based on the Company’s performance against a three-year financial performance measure, modified by our relative TSR over the three-year performance period. | Stock Options Stock options have value only with stock price appreciation and continued service over time, thereby aligning senior executives’ interests with stockholders’ interests. Our stock options vest in installments on each of the first three anniversaries of the grant date and have ten-year terms, subject to continued service through such date. | 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. Our CEO does not receive RSUs, as his LTI mix is entirely performance-based and at risk with 75% Performance Units and 25% stock options. |
Stock-Based Long-Term Incentives
We do not provide dividend equivalents on these stock options or RSUs.
Stock-Based Long-Term Incentives
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Stock-Based Long-Term Incentives
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2023 LTI Mix
2023 LTI Mix To emphasize pay-for-performance alignment and incentivize long-term stockholder value creation, the Compensation Committee determined in February 2023 to continue to provide our CEO with an LTI mix entirely performance-based and at risk with 75% Performance Units, 25% stock options, and no RSUs. The Compensation Committee also determined that the 2023 LTI mix for each other senior executive would be composed of 50% Performance Units with the remaining 50% allocated to stock options and RSUs, subject to our Choice Program discussed below. This represents the same annual LTI mix as last year’s program. In 2023, pursuant to our Choice Program, senior executives (other than our CEO) were given the ability to make an election prior to the grant date to allocate the grant value of the time-based portion of their 2023 LTI mix to a self-selected mix of stock options and RSUs in 25% increments (representing 12.5% of 2023 LTIs). Under our Choice Program, of the 50% allocated to stock options and RSUs, our CFO and Presidents were required to allocate at least 25% of such value to the stock option portion.
2023 LTI Values
2023 LTI Values 2023 LTI values reflect changes over 2022 as a result of the Compensation Committee’s analysis of competitive market practices alongside its independent compensation consultant, FW Cook, taking into consideration market data and our guiding pay-for- performance philosophy. Mr. Dickson forfeited his 2023 LTI awards in connection with his voluntary termination of employment in August 2023. Annual stock awards were granted to the NEOs (and other grant-eligible employees) on April 28, 2023. This grant date aligns with the timing of our LTIP goal setting and our total pay strategy, while also ensuring that the grant occurs during an open trading window under Mattel’s Insider Trading Policy. The following table summarizes the 2023 LTI values set and granted by the Compensation Committee and reflects the allocation of Performance Units granted under the 2023-2025 LTIP, as well as stock option and RSU grants for eligible participants under our Choice Program discussed above:
2023 LTI Values
| Name and Position | 2023-2025 Performance Units ($) | 2023 Stock Options ($) | 2023 RSUs ($) | 2023 Total LTI Value ($) | | Ynon Kreiz, Chairman and Chief Executive Officer | 8,559,375 | 2,853,125 | — | 11,412,500 | | Anthony DiSilvestro, Chief Financial Officer | 1,375,000 | 343,750 | 1,031,250 | 2,750,000 | | Steve Totzke, President and Chief Commercial Officer | 1,100,000 | 275,000 | 825,000 | 2,200,000 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 715,000 | — | 715,000 | 1,430,000 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 770,000 | — | 770,000 | 1,540,000 | | Richard Dickson, Former President and Chief Operating Officer* | 3,025,000 | 756,250 | 2,268,750 | 6,050,000 |
2023 LTI Values
*Mr. Dickson forfeited his 2023 LTI awards in connection with his voluntary termination of employment in August 2023.
Long-Term Incentive Program (LTIP)
Long-Term Incentive Program (LTIP) In March 2023, the Compensation Committee approved the design of the 2023-2025 LTIP consistent with prior LTIP cycles, employing three-year cumulative Adjusted Free Cash Flow as the financial measure and a three-year relative TSR multiplier.
LTIP Payout Formula
LTIP Payout Formula
LTIP Payout Formula
| Target Performance Units Granted (#) | × | Three-Year Cumulative Adjusted Free Cash Flow Performance Earnout (%) | × | Three-Year Relative TSR Performance Multiplier (%) | = | LTIP Payout (#) |
LTIP Payout Formula
The earnout percentage resulting from the three-year cumulative Adjusted Free Cash Flow performance measure is 37% for threshold performance, 100% for target performance, and 150% for maximum performance, with linear interpolation between such performance levels. No amount can be earned under the LTIP for below threshold performance for the Adjusted Free Cash Flow measure. The Adjusted Free Cash Flow earnout percentage will then be adjusted based on our relative three-year TSR performance versus the S&P 500 constituents, with a multiplier ranging from 67% for performance at or below the 25th percentile to 133% for performance at or above the 75th percentile, and linear interpolation between such performance levels. The relative TSR performance measure continues to provide a balance between absolute and relative performance measures in the LTIP. No amount can be earned above 200% of target Performance Units granted, consistent with the MIP, and the minimum amount that can be earned based on threshold performance is 25% of target Performance Units granted (unless threshold performance for the Adjusted Free Cash Flow measure is not achieved, in which case no amount can be earned).
LTIP Payout Formula
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LTIP Payout Formula
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LTIP Payout Formula
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.
2021-2023 LTIP Financial Performance Goals and Results
2021-2023 LTIP Financial Performance Goals and Results By continuing to improve profitability, we achieved three-year cumulative Adjusted Free Cash Flow of $1,431 million, exceeding the target goal of $1,251 million and resulting in an above-target earnout of 130% for the three-year performance period ended December 31, 2023. As of the end of the performance period, our relative TSR was at the 33rd percentile of the S&P 500 constituents, resulting in a TSR multiplier of 78%, and a total earnout of 101% of target Performance Units granted.
2021-2023 LTIP Financial Performance Goals and Results
| Financial Measure | Threshold (37% Earned) | Target (100% Earned) | Max (150% Earned) | % Earned | | Three-Year Cumulative Adjusted Free Cash Flow* | | | | 130% | | ($ in millions) | | | | |
2021-2023 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% | 78% | | Total Earned | | | | 101% |
2021-2023 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 103 for a description of the adjustments under the LTIP. The Compensation Committee approved financial performance goals for the 2021-2023 LTIP that were expected to be challenging, but achievable, at the time of grant and required meaningful Free Cash Flow growth over the three-year performance period. The following table summarizes the 2021-2023 LTIP payout:
2021-2023 LTIP Financial Performance Goals and Results
| Name | Target Performance Units Granted | LTIP Earnout (Shares Earned) | | Ynon Kreiz, Chairman and Chief Executive Officer | 327,368 | 330,643 | | Anthony DiSilvestro, Chief Financial Officer | 45,832 | 46,290 | | Steve Totzke, President and Chief Commercial Officer | 43,649 | 44,085 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 28,372 | 28,656 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 22,916 | 23,145 | | Richard Dickson, Former President and Chief Operating Officer* | 98,210 | 85,416 |
2021-2023 LTIP Financial Performance Goals and Results
*In connection with Mr. Dickson's voluntary termination of employment in August 2023, and in accordance with the 2010 Plan, Mr. Dickson's payout under the 2021-2023 LTIP was pro-rated based on the number of full months in the three-year performance period through his termination of employment date.
Severance and Change-of-Control Benefits
Severance and Change-of-Control Benefits
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 |
Severance and Change-of-Control Benefits
On March 22, 2023, the Compensation Committee concluded its review of Mattel’s severance arrangements, which began in Fall 2022, and adopted 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. We do not pay any excise tax gross-up payments under our A&R Severance Plan. In advance of adopting the A&R Severance Plan, the Compensation Committee reviewed competitive severance benefit data for our peer group, which was prepared by FW Cook. Based on that review, 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. In addition, our tiered approach to severance benefits allows us to tailor our benefits as appropriate to executive job level based on market practice. More details regarding our A&R Severance Plan are provided below under “Potential Payments Upon Termination or Change of Control” on page 74.
Severance and Change-of-Control Benefits
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Severance and Change-of-Control Benefits
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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 the committee with advice and guidance on the design of our executive compensation levels, plans, programs, and practices. FW Cook has not performed and does not currently provide any services to management or Mattel. Each year the Compensation Committee reviews the independence of the compensation consultant and other advisors who provide advice to the Compensation Committee, employing the independence factors specified in the Nasdaq listing standards. The Compensation Committee has determined that FW Cook is independent within the meaning of the Compensation Committee’s charter and the Nasdaq listing standards, and the work of FW Cook for the Compensation Committee has not raised any conflicts of interest. FW Cook attends Compensation Committee meetings when invited and meets with the Compensation Committee without management. FW Cook provides the Compensation Committee with third-party data and analysis as well as advice and expertise on competitive compensation practices and trends, executive compensation plan and program designs, and proposed executive and non-employee director compensation levels. FW Cook reports directly to the Compensation Committee and, as directed by the Compensation Committee, works with management and the Chair of the Compensation Committee. In 2023, 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 2010 Plan •Review and advise on our 2023 Proxy Statement •Provide executive compensation regulatory and legislative updates •Advise with respect to proxy advisory firms’ voting policies and market trends
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.
Market Competitiveness and Peer Group Review
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Market Competitiveness and Peer Group Review
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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 have a more diverse peer group beyond toy companies, as there are not enough publicly-reporting toy companies that are comparable to us in size. In addition, the Compensation Committee considers whether the companies in our peer group have similar pay models and reasonable compensation practices, as well as whether the companies are listed as peers of our peer group companies or in peer groups used for us by proxy advisory firms. Our peer group is used to evaluate the market competitiveness of our compensation but is not used for financial performance goal comparisons under our incentive plans. When setting target amounts for CEO compensation, the Compensation Committee takes into consideration the Company’s global compensation framework, which incorporates market-competitive compensation programs and pay ranges based on an objective set of factors, such as local market demand for each position and years of experience for all Company employees. Global pay equity 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 equity for all employees performing similar work globally.
Peer Group Composition
Peer Group Composition In September 2022, with guidance from FW Cook, the Compensation Committee refined our peer group as follows for purposes of our 2023 target TDC decisions: •Removed The Hershey Company, which was above the high end of the market capitalization range •Removed Edgewell Personal Care Company, because its revenues were below the low end of our revenue range and because it was a less suitable business match •Added iHeartMedia, Inc. and Warner Music Group, which met applicable revenue and market capitalization criteria, and further aligns our peer group with our strategy to expand our entertainment offerings Following those changes, our peer group for 2023 target TDC decisions was comprised of the following 19 companies: •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 As of September 2022, when the relevant peer group was approved, Mattel’s revenue was at the 35th percentile of the peer group and its 8-quarter average market capitalization was at the 33rd percentile of the peer group.
Peer Group Composition
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Peer Group Composition
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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, along with HR’s assessment of our Compensation Programs, were presented to our Compensation Committee in September 2023. FW Cook and HR 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, stock options, 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.
Recoupment of Compensation
Recoupment of Compensation Effective September 13, 2023, we updated our Clawback Policy to comply with the listing standards adopted by Nasdaq implementing Exchange Act Rule 10D-1. 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 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.
Tax and Accounting Considerations
Tax and Accounting Considerations Section 162(m) of the Internal Revenue Code disallows a tax deduction for compensation in excess of $1 million paid to named executive officers generally. As a result, we cannot take a deduction for compensation paid to our NEOs in excess of $1 million. Mattel accounts for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense for share-based payments (including stock options and other forms of stock compensation). The impact of FASB ASC Topic 718 has been taken into account by the Compensation Committee in determining to use a portfolio approach to stock grants, including Performance Units, stock options, and RSUs.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning total compensation earned by or paid/granted to our NEOs:
Summary Compensation Table
| Name, Principal Position, and Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change In Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Ynon Kreiz Chairman and Chief Executive Officer | | | | | | | | | | 2023 | 1,500,000 | — | 8,559,377 | 2,853,125 | 5,857,500 | — | 178,384 | 18,948,385 | | 2022 | 1,500,000 | — | 7,687,501 | 2,562,503 | — | — | 140,383 | 11,890,387 | | 2021 | 1,500,000 | — | 7,500,001 | 2,499,996 | 4,500,000 | — | 128,898 | 16,128,895 | | Anthony DiSilvestro Chief Financial Officer | | | | | | | | | | 2023 | 900,000 | — | 2,406,250 | 343,748 | 1,546,380 | — | 109,226 | 5,305,604 | | 2022 | 900,000 | — | 2,187,503 | 312,503 | — | — | 195,560 | 3,595,566 | | 2021 | 900,000 | — | 1,575,018 | 524,999 | 1,800,000 | — | 107,495 | 4,907,512 | | Steve Totzke President and Chief Commercial Officer | | | | | | | | | | 2023 | 800,000 | — | 1,924,993 | 274,998 | 1,249,600 | — | 96,000 | 4,345,591 | | 2022 | 800,000 | — | 1,750,021 | 250,003 | — | — | 98,320 | 2,898,344 | | 2021 | 800,000 | — | 1,500,007 | 499,995 | 1,280,000 | — | 98,320 | 4,178,322 | | Jonathan Anschell EVP, Chief Legal Officer, and Secretary | | | | | | | | | | 2023 | 750,000 | — | 1,430,002 | — | 902,055 | — | 99,589 | 3,181,646 | | 2022 | 700,000 | — | 1,137,477 | 162,495 | — | — | 87,000 | 2,086,972 | | 2021 | 700,000 | 200,000 | 1,475,004 | 499,997 | 932,470 | — | 85,980 | 3,893,451 | | Roberto Isaias EVP and Chief Supply Chain Officer | | | | | | | | | | 2023 | 700,000 | — | 1,540,009 | — | 956,725 | — | 116,393 | 3,313,127 | | Richard Dickson Former President and Chief Operating Officer | | | | | | | | | | 2023 | 589,041 | — | 5,293,759 | 756,254 | — | — | 83,101 | 6,722,155 | | 2022 | 1,000,000 | — | 3,937,496 | 562,506 | — | — | 133,799 | 5,633,801 | | 2021 | 1,000,000 | — | 3,374,982 | 1,125,001 | 2,000,000 | — | 129,770 | 7,629,753 |
Summary Compensation Table
(1)Salary. Represents all amounts earned as base salary during the applicable year. For Mr. Dickson, the amount for 2023 represents the base salary paid for the period commencing on January 1, 2023 and ending on August 3, 2023, his termination of employment date. (2)Amounts shown represent the grant date fair value of RSUs, Performance Units, and stock options granted in the year indicated as computed in accordance with FASB ASC Topic 718. Stock Awards. Amounts shown under the “Stock Awards” column for 2023 include the grant date fair value for RSUs as well as Performance Units under the 2023-2025 LTIP granted in 2023. The RSUs are valued based on our closing stock price of $18.00 on April 28, 2023. The 2023-2025 Performance Units are valued based on our closing stock price of $18.00 on April 28, 2023, the probable outcome of the performance-related component over the three-year performance period (target performance), and the fair value of the market-related component over the three- year performance period, as determined using a Monte Carlo simulation in accordance with applicable accounting rules. The market-related component could result in up to a 133% adjustment for a maximum earnout of 200% of target Performance Units. Assuming that the maximum level of performance conditions will be achieved for all Performance Units, the grant date fair values for Messrs. Kreiz, DiSilvestro, Totzke, Anschell, Isaias, and Dickson would be $17,118,754, $2,749,989, $2,199,999, $1,430,013, $1,540,011, and $6,050,006 respectively. Option Awards. Amounts shown under the “Options Awards” column are calculated using the Black-Scholes option-pricing method. While the amounts shown are computed in accordance with FASB ASC Topic 718, the actual value, if any, that an executive may realize from the options is contingent upon the excess of the stock price over the exercise price, if any, on the date the award is exercised. Thus, there is no assurance that the value, if any, eventually realized by the executive will correspond to the amount shown. For a discussion of the assumptions made in the valuation of options granted in 2023, see Note 9 to Mattel’s Consolidated Financial Statements for 2023 contained in our Form 10-K. (3)Non-Equity Incentive Plan Compensation. Amounts shown represent the performance-based annual cash compensation earned under the MIP, our annual cash incentive plan. See “Compensation Discussion and Analysis – Elements of Compensation – Annual Cash Incentive” for a more complete description of the MIP. (4)Change in Pension Value and Nonqualified Deferred Compensation Earnings. No amount is included with respect to nonqualified deferred compensation earnings because there were no above-market earnings on nonqualified deferred compensation. (5)All Other Compensation. Amounts shown for 2023 consist of Company contributions to the 401(k) Plan of $23,100, $33,000, $29,700, $31,482, $17,223, and $30,692 for Messrs. Kreiz, DiSilvestro, Totzke, Anschell, Isaias, and Dickson, respectively, and Company contributions to the DCP of $81,900, $39,900, $42,300, $41,807, $51,671, and $28,154 for Messrs. Kreiz, DiSilvestro, Totzke, Anschell, Isaias, and Dickson, respectively. Amounts shown also represent perquisites and personal benefits, including a monthly car allowance (or use of a Company car for Mr. Kreiz), financial counseling and tax return services, and executive physical examinations. Also, for Mr. Isaias, the amount includes transitional tax assistance and associated tax gross-
Summary Compensation Table
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Summary Compensation Table
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Summary Compensation Table
up related to his relocation from Mexico to the United States in 2020 under our relocation program. In addition, for Mr. Kreiz, the amount shown includes attributable income under the Board of Directors Recommended Grants and Matching Recommended Grants Program fostering charitable contributions, which is more fully described in the “Non-Employee Director Compensation” section of this Proxy Statement. Also, the Company provided limited personal security services of $42,775 to Mr. Kreiz. Mr. Kreiz was accompanied by members of his family on a return flight from a business trip, for which no amount has been included since there was no additional cost to the Company.
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The following table shows information about the non-equity incentive awards and equity-based awards granted to our NEOs in 2023:
Grants of Plan-Based Awards in 2023
| Name, Position, and Grant Date | Committee Action Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | All Other Option Awards: Number of Securities Underlying Options(4) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Market Value of Stock and Option Awards(5) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | | | | Ynon Kreiz Chairman and Chief Executive Officer | | | | | | | | | | | | | | | 1,050,000 | 3,000,000 | 6,000,000 | | | | | | | | | 4/28/2023 | 4/28/2023 | | | | 110,301 | 441,205 | 882,410 | | | | 8,559,377 | | 4/28/2023 | 4/28/2023 | | | | | | | | 320,216 | 18.00 | 2,853,125 | | Anthony DiSilvestro Chief Financial Officer | | | | | | | | | | | | | | | 315,000 | 900,000 | 1,800,000 | | | | | | | | | 4/28/2023 | 4/28/2023 | | | | 17,719 | 70,876 | 141,752 | | | | 1,374,994 | | 4/28/2023 | 4/28/2023 | | | | | | | | 38,580 | 18.00 | 343,748 | | 4/28/2023 | 4/28/2023 | | | | | | | 57,292 | | | 1,031,256 | | Steve Totzke President and Chief Commercial Officer | | | | | | | | | | | | | | | 224,000 | 640,000 | 1,280,000 | | | | | | | | | 4/28/2023 | 4/28/2023 | | | | 14,175 | 56,701 | 113,402 | | | | 1,099,999 | | 4/28/2023 | 4/28/2023 | | | | | | | | 30,864 | 18.00 | 274,998 | | 4/28/2023 | 4/28/2023 | | | | | | | 45,833 | | | 824,994 | | Jonathan Anschell EVP, Chief Legal Officer, and Secretary | | | | | | | | | | | | | | | 183,750 | 525,000 | 1,050,000 | | | | | | | | | 4/28/2023 | 4/28/2023 | | | | 9,214 | 36,856 | 73,712 | | | | 715,006 | | 4/28/2023 | 4/28/2023 | | | | | | | 39,722 | | | 714,996 | | Roberto Isaias EVP and Chief Supply Chain Officer | | | | | | | | | | | | | | | 171,500 | 490,000 | 980,000 | | | | | | | | | 4/28/2023 | 4/28/2023 | | | | 9,923 | 39,691 | 79,382 | | | | 770,005 | | 4/28/2023 | 4/28/2023 | | | | | | | 42,778 | | | 770,004 | | Richard Dickson(6) Former President and Chief Operating Officer | | | | | | | | | | | | | | | 350,000 | 1,000,000 | 2,000,000 | | | | | | | | | 4/28/2023 | 4/28/2023 | | | | 38,982 | 155,928 | 311,856 | | | | 3,025,003 | | 4/28/2023 | 4/28/2023 | | | | | | | | 84,877 | 18.00 | 756,254 | | 4/28/2023 | 4/28/2023 | | | | | | | 126,042 | | | 2,268,756 |
Grants of Plan-Based Awards in 2023
(1)The awards shown represent the potential value of annual cash incentive awards that could be earned for fiscal year 2023 (and paid in 2024) under the MIP for each NEO assuming threshold performance (35% of target MIP opportunity), target performance (100% of target MIP opportunity), and maximum performance (200% of target MIP opportunity). See the “Compensation Discussion and Analysis – Elements of Compensation – Annual Cash Incentive” section of this Proxy Statement for a more complete description of the MIP. (2)The threshold amounts shown represent 25% of the Performance Units under the 2023-2025 LTIP that may be earned at threshold Adjusted Free Cash Flow performance of 37% multiplied by 67% for threshold relative TSR performance. The target amounts shown represent the number of Performance Units under the 2023-2025 LTIP that may be earned if target performance is achieved. The maximum amounts shown represent 200% of the Performance Units under the 2023-2025 LTIP that may be earned at maximum Adjusted Free Cash Flow performance of 150% multiplied by 133% for maximum relative TSR performance. See the “Compensation Discussion and Analysis – Elements of Compensation – Stock-Based Long-Term Incentives” section of this Proxy Statement for a more complete description of the 2023-2025 LTIP. (3)The awards shown are RSUs granted under our 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)The awards shown are stock options granted under our 2010 Plan that vest as to one-third of the shares subject thereto on each of the first three anniversaries of the grant date. Stock options do not earn dividend equivalents. (5)Amounts shown represent the fair market value per share as of the grant date of the award determined pursuant to FASB ASC Topic 718 multiplied by the number of shares (at target, for the Performance Units). The RSUs are valued based on our closing stock price of $18.00. See footnote (3) to the Summary Compensation Table for more information on the grant date fair value of the 2023-2025 LTIP Performance Units. For a discussion of the stock option assumptions made in the valuation reflected in this column, see Note 9 to Mattel’s Consolidated Financial Statements for 2023 contained in our Form 10-K. (6)In connection with Mr. Dickson’s voluntary termination of employment in August 2023, he was not eligible to earn a payout under the 2023 MIP, and in accordance with the 2010 Plan, Mr. Dickson forfeited his 2023 LTI awards.
Grants of Plan-Based Awards in 2023
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Grants of Plan-Based Awards in 2023
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Outstanding Equity Awards at 2023 Year End
Outstanding Equity Awards at 2023 Year End The following tables show the outstanding equity-based awards that were held by our NEOs as of December 31, 2023:
Outstanding Equity Awards at 2023 Year End
| | Option Awards | | | | | | | Name and Position | Grant Date for Options | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | | Ynon Kreiz Chairman and Chief Executive Officer | | | | | | | | | 4/28/2023 | | 320,216(5) | | 18.00 | 4/28/2033 | | | 4/29/2022 | 73,277 | 148,777(6) | | 24.31 | 4/29/2032 | | | 8/2/2021 | 175,531 | 90,426(7) | | 21.91 | 8/2/2031 | | | 7/31/2020 | 523,575 | | | 11.11 | 7/31/2030 | | | 8/1/2019 | 467,221 | | | 13.59 | 8/1/2029 | | | 8/1/2018 | 376,369 | | | 15.78 | 8/1/2028 | | Anthony DiSilvestro Chief Financial Officer | | | | | | | | | 4/28/2023 | | 38,580(5) | | 18.00 | 4/28/2033 | | | 4/29/2022 | 8,936 | 18,144(6) | | 24.31 | 4/29/2032 | | | 8/2/2021 | 36,861 | 18,990(7) | | 21.91 | 8/2/2031 | | | 6/30/2020 | 133,249 | | | 9.67 | 6/30/2030 | | Steve Totzke President and Chief Commercial Officer | | | | | | | | | 4/28/2023 | | 30,864(5) | | 18.00 | 4/28/2033 | | | 4/29/2022 | 7,149 | 14,515(6) | | 24.31 | 4/29/2032 | | | 8/2/2021 | 35,106 | 18,085(7) | | 21.91 | 8/2/2031 | | | 7/31/2020 | 82,237 | | | 11.11 | 7/31/2030 | | | 8/1/2019 | 88,063 | | | 13.59 | 8/1/2029 | | | 8/1/2018 | 54,745 | | | 15.78 | 8/1/2028 | | | 8/1/2017 | 122,616 | | | 19.72 | 8/1/2027 | | | 8/1/2016 | 67,073 | | | 32.72 | 8/1/2026 | | | 7/31/2015 | 64,767 | | | 23.21 | 7/31/2025 | | | 8/1/2014 | 26,228 | | | 35.25 | 8/1/2024 | | Jonathan Anschell EVP, Chief Legal Officer, and Secretary | | | | | | | | | 4/29/2022 | 4,646 | 9,435(6) | | 24.31 | 4/29/2032 | | | 8/2/2021 | 11,409 | 5,878(7) | | 21.91 | 8/2/2031 | | | 1/29/2021 | | 14,981(8) | | 18.12 | 1/29/2031 |
Outstanding Equity Awards at 2023 Year End
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Outstanding Equity Awards at 2023 Year End
| 68 | Mattel, Inc. |
Outstanding Equity Awards at 2023 Year End
| | Option Awards | | | | | | | Name and Position | Grant Date for Options | 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 ($) | Option Expiration Date | | Roberto Isaias EVP and Chief Supply Chain Officer | | | | | | | | | 4/29/2022 | 4,289 | 8,709(6) | | 24.31 | 4/29/2032 | | | 8/2/2021 | 9,215 | 4,748(7) | | 21.91 | 8/2/2031 | | | 7/31/2020 | 28,783 | | | 11.11 | 7/31/2030 | | | 8/1/2019 | 25,685 | | | 13.59 | 8/1/2029 | | | 2/28/2019 | 22,978 | | | 14.42 | 2/28/2029 | | | 8/1/2016 | 36,585 | | | 32.72 | 8/1/2026 | | | 7/31/2015 | 52,073 | | | 23.21 | 7/31/2025 | | | 8/1/2014 | 33,482 | | | 35.25 | 8/1/2024 | | Richard Dickson Former President and Chief Operating Officer | | | | | | | | | 4/29/2022 | 48,744 | | | 24.31 | 8/3/2028 | | | 8/2/2021 | 119,681 | | | 21.91 | 8/3/2028 | | | 7/31/2020 | 246,711 | | | 11.11 | 8/3/2028 | | | 8/1/2019 | 220,157 | | | 13.59 | 8/3/2028 | | | 8/1/2018 | 205,292 | | | 15.78 | 8/1/2028 | | | 8/1/2017 | 544,959 | | | 19.72 | 8/1/2027 | | | 1/31/2017 | 773,994 | | | 26.21 | 1/31/2027 | | | 8/1/2016 | 243,902 | | | 32.72 | 8/1/2026 | | | 4/13/2015 | 607,477 | | | 24.31 | 4/13/2025 | | | 8/1/2014 | 89,286 | | | 35.25 | 8/1/2024 | | | 5/20/2014 | 75,630 | | | 38.53 | 5/20/2024 |
Outstanding Equity Awards at 2023 Year End
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Outstanding Equity Awards at 2023 Year End
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Outstanding Equity Awards at 2023 Year End
| | Stock Awards | | | | | | Name and Position | Grant Date for Stock Awards | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1)($) | 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 | | | | | | | | 4/28/2023 | | | 882,410(2) | 16,659,901 | | | 4/29/2022 | | | 270,782(3) | 5,112,364 | | | 3/23/2021 | | | 330,642(4) | 6,242,521 | | Anthony DiSilvestro Chief Financial Officer | | | | | | | | 4/28/2023 | 57,292(5) | 1,081,673 | | | | | 4/28/2023 | | | 141,752(2) | 2,676,278 | | | 4/29/2022 | 25,838(6) | 487,821 | | | | | 4/29/2022 | | | 44,030(3) | 831,286 | | | 8/2/2021 | 8,148(7) | 153,834 | | | | | 3/23/2021 | | | 46,290(4) | 873,955 | | Steve Totzke President and Chief Commercial Officer | | | | | | | | 4/28/2023 | 45,833(5) | 865,327 | | | | | 4/28/2023 | | | 113,402(2) | 2,141,030 | | | 4/29/2022 | 20,671(6) | 390,268 | | | | | 4/29/2022 | | | 35,224(3) | 665,029 | | | 8/2/2021 | 7,760(7) | 146,509 | | | | | 3/23/2021 | | | 44,085(4) | 832,325 | | Jonathan Anschell EVP, Chief Legal Officer, and Secretary | | | | | | | | 4/28/2023 | 39,722(5) | 749,951 | | | | | 4/28/2023 | | | 73,712(2) | 1,391,683 | | | 4/29/2022 | 13,436(6) | 253,672 | | | | | 4/29/2022 | | | 22,895(3) | 432,258 | | | 8/2/2021 | 7,566(7) | 142,846 | | | | | 3/23/2021 | | | 28,656(4) | 541,025 | | | 1/29/2021 | 6,333(8) | 119,567 | | | | Roberto Isaias EVP and Chief Supply Chain Officer | | | | | | | | 4/28/2023 | 42,778(5) | 807,649 | | | | | 4/28/2023 | | | 79,382(2) | 1,498,732 | | | 4/29/2022 | 12,403(6) | 234,169 | | | | | 4/29/2022 | | | 21,134(3) | 399,010 | | | 8/2/2021 | 6,111(7) | 115,376 | | | | | 3/23/2021 | | | 23,145(4) | 436,978 | | Richard Dickson Former President and Chief Operating Officer | | | | | | | | 4/29/2022 | | | 41,828(3) | 789,713 | | | 3/23/2021 | | | 85,416(4) | 1,612,654 |
Outstanding Equity Awards at 2023 Year End
(1)Amounts are calculated by multiplying the number of units shown in the table by $18.88 per share, which was the closing price of our common stock on December 29, 2023, the last trading day of fiscal year 2023. (2)The numbers shown represent the 2023-2025 Performance Units, which are earned based on the Company’s achievement of cumulative Adjusted Free Cash Flow and relative TSR for the period January 1, 2023 to December 31, 2025. Per SEC rules, based on Company performance for Adjusted Free Cash Flow and relative TSR for the first year of the performance period (through December 31, 2023) between target and maximum goals, the amounts shown reflect the maximum number of units that may be earned at the end of the three-year performance period. See the “Compensation Discussion and Analysis – Elements of Compensation – Stock-Based Long-Term Incentives” section of this Proxy Statement for a more complete description of the LTIP.
Outstanding Equity Awards at 2023 Year End
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Outstanding Equity Awards at 2023 Year End
| 70 | Mattel, Inc. |
Outstanding Equity Awards at 2023 Year End
(3)The numbers shown represent the 2022-2024 Performance Units (or for Mr. Dickson, the target number of Performance Units outstanding as of December 31. 2023, pro-rated based on full months employed during the performance period), which are earned based on the Company’s achievement of cumulative Adjusted Free Cash Flow and relative TSR for the period January 1, 2022 to December 31, 2024. 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, 2023) 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. (4)The numbers shown represent the number of 2021-2023 Performance Units (or for Mr. Dickson, the number of 2021-2023 Performance Units earned, pro-rated based on full months employed during the performance period), which were earned, but subject to continued employment through the settlement date of February 5, 2024, based on the Company’s achievement of cumulative Adjusted Free Cash Flow and relative TSR for the period January 1, 2021 to December 31, 2023. The Performance Units were settled and paid in shares on February 5, 2024 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. (5)33% vests on April 28, 2024, 33% vests on April 28, 2025, and 34% vests on April 28, 2026. (6)50% vests on April 29, 2024, and 50% vests on April 29, 2025. (7)100% vests on August 2, 2024. (8)100% vested on January 29, 2024.
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 For each of our NEOs, the following table provides information for options exercised and stock awards vested in 2023:
Option Exercises and Stock Vested in 2023
| | Option Awards | | Stock Awards | | | Name and Position | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) ($) | | Ynon Kreiz, Chairman and Chief Executive Officer | — | — | 936,588 | 19,434,201 | | Anthony DiSilvestro, Chief Financial Officer | — | — | 176,393 | 3,606,775 | | Steve Totzke, President and Chief Commercial Officer | — | — | 127,262 | 2,622,767 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | — | 91,535 | 20,106 | 399,047 | | Roberto Isaias, EVP and Chief Supply Chain Officer | — | — | 92,739 | 1,917,130 | | Richard Dickson, Former President and Chief Operating Officer | — | — | 368,496 | 7,610,706 |
Option Exercises and Stock Vested in 2023
(1)Number of shares acquired on vesting represent RSUs and Performance Units that vested in 2023, and do not include any of the Performance Units under the 2021-2023 LTIP, as these Performance Units did not vest, and the underlying shares were not issued, until the settlement date of February 5, 2024. (2)Amounts are calculated by multiplying the number of shares underlying RSUs by our closing stock price on the date of vesting, or if the stock market was closed on the date of vesting, by our closing stock price on the next preceding day on which the stock market was open.
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation The following table provides the benefits accrued under the DCP by our NEOs as of December 31, 2023:
2023 Nonqualified Deferred Compensation
| Name and Position | Executive Contributions in 2023(1) ($) | Company Contributions in 2023(2) ($) | Aggregate Earnings in 2023(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End of 2023(4) ($) | | Ynon Kreiz, Chairman and Chief Executive Officer | — | 81,900 | 30,779 | — | 423,461 | | Anthony DiSilvestro, Chief Financial Officer | — | 39,900 | 9,269 | — | 137,230 | | Steve Totzke, President and Chief Commercial Officer | 104,600 | 42,300 | 323,250 | — | 2,438,569 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | 67,388 | 41,807 | 37,678 | — | 326,177 | | Roberto Isaias, EVP and Chief Supply Chain Officer | 523,918 | 51,671 | 317,949 | — | 2,020,206 | | Richard Dickson, Former President and Chief Operating Officer | 16,892 | 28,154 | 244,828 | — | 1,603,309 |
2023 Nonqualified Deferred Compensation
(1)Represents the amounts that our NEOs elected to defer in 2023 under the DCP. These amounts represent compensation earned by our NEOs in 2023 and, therefore, are also reported in the appropriate columns in the Summary Compensation Table above. (2)Represents the amounts credited in 2023 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 2023 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 2023 are as follows:
2023 Nonqualified Deferred Compensation
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2023 Nonqualified Deferred Compensation
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2023 Nonqualified Deferred Compensation
| Name and Position | Aggregate Amounts Previously Reported ($) | | Ynon Kreiz, Chairman and Chief Executive Officer | 318,727 | | Anthony DiSilvestro, Chief Financial Officer | 94,042 | | Steve Totzke, President and Chief Commercial Officer | 1,326,803 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | — | | Roberto Isaias, EVP and Chief Supply Chain Officer | — | | Richard Dickson, Former President and Chief Operating Officer | 1,664,133 |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control As of December 31, 2023, each of our NEOs was eligible to participate in the A&R Severance Plan (except for Mr. Dickson, who voluntarily terminated employment on August 3, 2023). We summarize below the severance and change-of-control provisions in effect as of December 31, 2023, pursuant to the terms of other plans and agreements with relevant severance and change-of-control provisions (e.g., our 2010 Plan, stock grant agreements, and the MIP).
Estimated Potential Payments
Estimated Potential Payments The table below sets forth the estimated current value of payments and benefits to each of our NEOs (other than Mr. Dickson) 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 29, 2023 (the last trading day of fiscal year 2023), when our closing stock price was $18.88. For all our NEOs (other than Mr. Dickson), the amounts shown do not include: (i) benefits earned during the term of our NEOs’ employment that are available to all benefit-eligible salaried employees, and (ii) benefits previously accrued under the DCP and 401(k) Plan. For information on amounts payable under the DCP, see the “2023 Nonqualified Deferred Compensation” table. The actual amounts of payments and benefits that would be provided can only be determined at the time of the NEO’s termination of employment. Mr. Dickson is excluded from the table below as he voluntarily terminated employment on August 3, 2023. In connection with such voluntarily termination, he did not become eligible to receive any severance benefits.
Estimated Potential Payments
| Name, Position, and Trigger | Severance: Multiple of Salary and Bonus(1) ($) | 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 | — | 5,857,500 | — | — | — | 5,857,500 | | Involuntary Termination | 9,000,000 | 5,857,500 | 11,211,661 | 281,790 | 115,631 | 26,466,582 | | COC Termination | 9,000,000 | 5,857,500 | 22,683,621 | 281,790 | 115,631 | 37,938,542 | | Retirement(6) | — | — | 7,435,416 | — | — | 7,435,416 | | Death/Permanent Disability | — | — | 11,211,661 | — | — | 11,211,661 | | Anthony DiSilvestro, Chief Financial Officer | | | | | | | | Change of Control | — | 1,546,380 | — | — | — | 1,546,380 | | Involuntary Termination | 2,700,000 | 1,546,380 | 1,674,543 | 504,421 | 82,752 | 6,508,096 | | COC Termination | 3,600,000 | 1,546,380 | 3,525,104 | 1,757,279 | 93,670 | 10,522,433 | | Retirement | — | — | — | — | — | — | | Death/Permanent Disability | — | — | 1,674,543 | 1,757,279 | — | 3,431,822 | | Steve Totzke, President and Chief Commercial Officer | | | | | | | | Change of Control | — | 1,249,600 | — | — | — | 1,249,600 | | Involuntary Termination | 2,160,000 | 1,249,600 | 1,472,791 | 198,329 | 98,762 | 5,179,482 | | COC Termination | 2,880,000 | 1,249,600 | 2,953,247 | 1,429,265 | 115,016 | 8,627,128 | | Retirement | — | — | — | — | — | — | | Death/Permanent Disability | — | — | 1,472,791 | 1,429,265 | — | 2,902,056 | | Jonathan Anschell, EVP, Chief Legal Officer, and Secretary | | | | | | | | Change of Control | — | 902,055 | — | — | — | 902,055 | | Involuntary Termination | 1,275,000 | 902,055 | 957,329 | 166,654 | 78,518 | 3,379,556 | | COC Termination | 2,550,000 | 902,055 | 1,919,624 | 1,277,422 | 107,036 | 6,756,137 | | Retirement | — | — | — | — | — | — | | Death/Permanent Disability | — | — | 957,329 | 1,277,422 | — | 2,234,751 | | Roberto Isaias, EVP and Chief Supply Chain Officer | | | | | | | | Change of Control | — | 956,725 | — | — | — | 956,725 | | Involuntary Termination | 1,190,000 | 956,725 | 869,783 | 1,157,193 | 82,815 | 4,256,516 | | COC Termination | 2,380,000 | 956,725 | 1,855,130 | 1,157,193 | 115,631 | 6,464,679 | | Retirement(6) | — | — | 869,783 | — | — | 869,783 | | Death/Permanent Disability | — | — | 869,783 | 1,157,193 | — | 2,026,976 |
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 2023, 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 2023 MIP in the event of an involuntary termination based on actual 2023 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, 2023, actual
Estimated Potential Payments
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Estimated Potential Payments
| 76 | Mattel, Inc. |
Estimated Potential Payments
MIP amounts are greater and would be paid (with no duplication under the A&R Severance Plan), and therefore the amounts shown upon a COC Termination reflect actual MIP amounts earned for the year ended December 31, 2023. (3)We assume that in the event of a change of control only, the 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 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 101% of target for the 2021-2023 LTIP Performance Units since target performance was exceeded. Since actual performance is trending below target for the 2022-2024 LTIP (based on 2022-2023 actual and 2024 estimate), we have shown performance at target for the 2022-2024 LTIP Performance Units. Since actual performance is trending above target for the 2023-2025 LTIP (based on 2023 actual and 2024-2025 estimate), we have shown actual performance for the 2023-2025 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 2021-2023 LTIP Performance Units and the values based on performance of 35% in the case of the 2022-2024 LTIP Performance Units and 136% in the case of the 2023-2025 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 2022-2024 LTIP and one-third for the 2023-2025 LTIP. Amounts shown are valued based on our closing stock price of $18.88 on December 29, 2023, the last trading day of fiscal year 2023. For a discussion of the achievement of Adjusted Free Cash Flow and relative TSR with respect to the 2021-2023 LTIP, see the “Compensation Discussion and Analysis - Elements of Compensation - Stock-Based Long-Term Incentives” section of this Proxy Statement. (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 $18.88 on December 29, 2023, the last trading day of fiscal year 2023. Certain accelerated stock options were underwater as of December 29, 2023, and thus no value is attributed to the acceleration of such stock options. If the stock options were not immediately exercised, the value realized by the executives could differ from that disclosed. However, this value is not readily ascertainable since it depends upon a number of unknown factors, such as the date of exercise and the value of the underlying Mattel common stock on that date. RSUs. In the event of a termination of employment due to death or permanent disability, unvested RSUs that were outstanding at least six months will fully vest. For participants in the A&R Severance Plan, in the event of an involuntary termination, unvested RSUs vest pro-rata (based on the number of full months of employment during the vesting period). We assume that in the event of a change of control only, the outstanding RSUs under the 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 $18.88 on December 29, 2023, the last trading day of fiscal year 2023. (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 2010 Plan), Mr. Kreiz and Mr. Isaias will receive accelerated vesting of outstanding PSUs (under the 2021-2023 and 2022-2024 LTIP cycles for Mr. Kreiz, and under the 2021-2023, 2022-2024, and 2023-2025 LTIP cycles for Mr. Isaias). Vesting will be pro-rated based on the number of full months the participant was employed during each three-year performance period, payable at the end of each three-year period based on our achievement of the performance measures. Additionally, in the event of termination due to retirement, Mr. Kreiz would receive accelerated vesting of unvested stock options granted prior to April 2023 and Mr. Isaias would receive accelerated vesting of all unvested stock options. No value is attributed to these stock options, as they were underwater as of December 29, 2023.
Estimated Potential Payments
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Estimated Potential Payments
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Estimated Potential Payments
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. To calculate the 2023 CEO pay ratio, we used the same median employee, that was identified in the preparation of our 2021 CEO pay ratio and used again in 2022, as permitted by SEC rules, because there has been no change in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure. In determining the median employee in 2021, we continued to employ December 31 as the date for determining the employees to be considered in computing the pay ratio and employed 2021 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, 2023, we had approximately 33,000 worldwide employees (including temporary and seasonal employees) with a significant global manufacturing labor workforce of approximately 23,600 employees (72% of our total workforce). Approximately 28,400 employees (86% of our total workforce) are located outside the United States, a majority of whom are employed in our manufacturing plants. Market levels of pay and wage rates are dramatically lower for foreign countries in which Mattel has manufacturing facilities. The Total Annual Compensation of our global median employee, determined in accordance with Item 402(u) of the SEC’s Regulation S-K, was $5,234, which was less than 10% of the median wage of our U.S. employees. The global median employee worked in our manufacturing facility in Indonesia. The 2023 Total Annual Compensation of our CEO was $18,948,385, as reported in the Summary Compensation Table, which resulted in a pay ratio of 3,620:1 when compared to the 2023 Total Annual Compensation for our global median employee of $5,234. We believe that there are a number of reasons why our pay ratio is not comparable to that of other companies, including that other companies may have a median employee that works in the United States, may outsource manufacturing, may have different types of workforces, may operate in different countries, or may utilize different compensation practices. Further, in calculating their own pay ratios, other companies may utilize methodologies, exclusions, estimates, and assumptions that substantially differ from Mattel’s calculation methodology. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
Estimated Potential Payments
| Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Total for Non- PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) ($) | MIP-Adjusted EBITDA Less Capital Charge (8) ($) | | | | | | | Total Stockholder Return(5) ($) | Peer Group Total Stockholder Return(6) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 18,948,385 | 29,204,964 | 4,573,625 | 3,869,301 | 139 | 149 | 214 | 647 | | 2022 | 11,890,387 | (6,690,512) | 3,553,671 | 242,561 | 132 | 104 | 394 | 521 | | 2021 | 16,128,895 | 26,713,850 | 5,152,260 | 7,128,999 | 159 | 166 | 903 | 699 | | 2020 | 15,623,432 | 34,545,403 | 4,192,671 | 6,239,631 | 129 | 133 | 124 | 449 |
Estimated Potential Payments
(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.”
Estimated Potential Payments
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Estimated Potential Payments
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Estimated Potential Payments
(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. 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 101% of target for the 2021-2023 LTIP Performance Units and assumes performance achievement of 35% and 136% of target for the 2022-2024 LTIP Performance Units and 2023-2025 LTIP Performance Units, respectively.
Estimated Potential Payments
| Compensation Actually Paid to PEO | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | 18,948,385 | 11,890,387 | 16,128,895 | 15,623,432 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (11,412,502) | (10,250,004) | (9,999,997) | (9,550,000) | | 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 | 14,623,811 | 1,652,156 | 10,349,756 | 23,292,943 | | 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 | 3,741,754 | (10,536,425) | 9,714,985 | 5,668,878 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 3,303,515 | 553,375 | 520,211 | (489,850) | | 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 | 29,204,964 | (6,690,512) | 26,713,850 | 34,545,403 |
Estimated Potential Payments
(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 2023, Messrs. DiSilvestro, Totzke, Anschell, Isaias, and Dickson; (ii) for 2022, Messrs. Dickson, DiSilvestro, Totzke, and Anschell; (iii) for 2021, Messrs. Dickson, DiSilvestro, Totzke, and Anschell and (iv) for 2020, Messrs. Dickson, Totzke, DiSilvestro, Isaias, and Euteneuer. (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. 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 101% of target for the 2021-2023 LTIP Performance Units and assumes performance achievement of 35% and 136% of target for the 2022-2024 LTIP Performance Units and 2023-2025 LTIP Performance Units, respectively.
Estimated Potential Payments
| Average Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total | 4,573,625 | 3,553,671 | 5,152,260 | 4,192,671 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (2,794,003) | (2,575,001) | (2,643,751) | (1,830,001) | | 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 | 1,911,644 | 916,155 | 2,729,679 | 4,075,981 | | 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 | 479,476 | (1,812,180) | 1,501,416 | 574,009 | | Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | (39,557) | 159,916 | 389,395 | (398,984) | | Less, prior year-end fair value for any equity awards forfeited in the year | (261,885) | - | - | (374,046) | | 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 | 3,869,301 | 242,561 | 7,128,999 | 6,239,631 |
Estimated Potential Payments
(5) TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (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 103.
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.
Presented in the Pay versus Performance Table
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Presented in the Pay versus Performance Table
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Compensation Actually Paid, Cumulative TSR, and Peer Group TSR
Compensation Actually Paid, Cumulative TSR, and Peer Group TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
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Compensation Actually Paid and Net Income
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Compensation Actually Paid and MIP-Adjusted EBITDA Less Capital Charge
Compensation Actually Paid and MIP-Adjusted EBITDA Less Capital Charge
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.