Mattel : 2025 Annual Report 2026 Proxy Statement

Published: 2026-04-14 17:38:09 ET MAT

Published on 04/14/2026 at 05:38 pm EDT

2O26

Proxy Statement

and Notice of Annual

Meeting of Stockholders

Mattel proudly celebrated its 80th anniversary in 2025. We continue to be guided by our mission to create innovative products and experiences that inspire fans, entertain audiences, and develop children through play, and our purpose, to empower generations to explore the wonder of childhood and reach their full potential.

2025 was marked by uncertainty in U.S. trade dynamics that affected retailer ordering patterns for much of the year. Looking at our full year financial performance, gross billings was comparable to the prior year, with consumer demand positive for the year and in each of our four regions. Full year net sales decreased 1% compared to the prior year, with growth in International offset by a decline in North America. Our supply chain excelled in a volatile environment, adjusting for the shift in shipping patterns from direct import to domestic fulfillment, and our teams effectively managed our owned inventory to finish the year well positioned for 2026.

As it relates to our full year portfolio performance, Vehicles grew strongly, Challenger categories1 combined grew, driven by outstanding performance in Action Figures, while Dolls and Infant, Toddler, and Preschool declined. We gained market share in 2025 in key categories globally, including Vehicles, Dolls, Action Figures, and Traditional Games,2 and Hot Wheels' and UNO's strong momentum continued. Mattel Brick Shop had a very successful launch year and is on its way to becoming an important growth driver for us.

We continued to execute on our Optimizing for Profitable Growth cost savings program, with full year savings totaling $89 million and cumulative savings of $172 million since launching the program in 2024. We are tracking ahead of our three-year $200 million savings target, and in the fourth quarter of 2025 increased the program's total gross cost savings target to

$225 million, which we expect to complete by the end of 2026.

Mattel ended 2025 with a strong balance sheet, including $1.2 billion in cash, after repurchasing $600 million of shares during the year. Since resuming share repurchases in 2023, we bought back more than $1.2 billion of shares, representing approximately 18% of shares outstanding.3

Ynon Kreiz

Chairman and CEO

Roger Lynch

Independent Lead Director

Over the last few years, we have successfully broadened our reach outside of toys into accretive entertainment verticals and expanded to new audiences and fans, including adults. Reflecting this, in early 2026, we introduced our new brand-centric strategy to grow our intellectual property ("IP") driven play and family entertainment business, bringing together two important and fundamental concepts. The first is the continued expansion beyond physical product, with content, licensing, and digital games as key high-margin growth drivers. The second is an increased orientation around brand management, which will allow us to capture the full value of our IP across both toys and entertainment.

The five key priorities of our strategy are: to grow our toy brands with more breakthrough innovation and adult fans and collectors, and continue to evolve our demand creation; to expand our direct-to-consumer and commercial reach through first party data, retail development, and new channels; to broaden our content offering in film, television, and short-form content, accelerate licensing in consumer products, location-based entertainment, and publishing, and expand with new business models; to scale digital play through mobile games self-publishing, Mattel163 mobile games studio, licensing, and creator platforms; and to optimize operations and leverage artificial intelligence across our systems and supply chain.

Looking ahead, 2026 will be an important year for Mattel as we implement our brand-centric strategy to grow our IP-driven play and family entertainment business. We expect growth to be driven by innovation in toys, major partnerships with leading

IP owners, and an inflection in our entertainment offering. This year, two movies based on Mattel IP, Masters of the Universe in June 2026 and Matchbox in October 2026, are scheduled for release, and we expect exciting momentum in digital play, including the release of our first two self-published games, amplified by the full acquisition of Mattel163 mobile games studio earlier this year.

Dear Fellow Stockholders

Consistent with our capital allocation priorities, we will be making strategic investments in new capabilities, technology, and infrastructure to scale our organic business and accelerate growth. These investment decisions follow a rigorous assessment that identified opportunities for capital deployment within our capital light framework in highly accretive growth areas, which we believe will enable us to capture more value from IP, faster. While in aggregate these investments will impact our profit in 2026, we expect them to yield high returns and drive incremental growth in top and bottom lines in 2027 and beyond.

Given the strength of our balance sheet and cash flow, and our confidence in our strategic plan, Mattel's Board of Directors authorized earlier this year a new $1.5 billion share repurchase program, which we expect to complete by the end of 2028.

Our commitment to corporate citizenship is ongoing, as is our aim to foster an environment that attracts incredibly talented people and provides a culture of respect and belonging. Mattel is consistently recognized for its workplace culture by leading publications and institutions, such as Fast Company, Newsweek, and Great Place to Work Institute, among many others.

Mattel's Board of Directors is committed to industry-leading governance practices that enhance long-term stockholder value creation. Our Board represents a range of experience and perspectives, which align with our business strategy and enable effective strategic and risk oversight. Active, year-round stockholder engagement continues to be a priority for our Board.

During 2025, we engaged with stockholders representing approximately 45% of our outstanding shares. The input we received from investors was shared with our Governance and Social Responsibility Committee and the Board, providing stockholder perspectives on Mattel's business strategy, Board, governance, compensation, and sustainability practices.

We would like to thank the entire Mattel team for their dedication, and we thank you, our stockholders, for your ongoing support. We believe we are well positioned to execute our strategy and create long-term stockholder value and look forward to sharing our progress.

Sincerely,

Ynon Kreiz

Chairman and Chief Executive Officer

Roger Lynch

Independent Lead Director

Mattel's Challenger categories collectively refer to its Action Figures, Building Sets, Games, and Other Category

Source for market share data: Circana, LLC, Retail Tracking Service, G10 (US, CA, MX, BR, SP, UK, DE, IT, FR, AU), Dolls, Vehicles, Infant, Toddler, and Preschool, and Action Figures & Acc Supercategories, Games Excl Trade Card Game Subsegment, Projected USD, Jan - Dec 2025

Shares repurchased from February 10, 2023 to December 31, 2025; 18% of shares outstanding based on Mattel's total shares outstanding as of February 10, 2023

Date and Time

May 28, 2026

at 1:00 p.m.

(Los Angeles time)

Virtual Meeting

You may attend the virtual meeting by visiting: https://www.virtualshareholdermeeting.com/MAT2026

Record Date

Holders of record of Mattel common stock at the close of business on March 30, 2026

We will consider and act on the following matters of business at our 2026 annual meeting of stockholders ("2026 Annual Meeting"):

Matter The Board's Recommendations

Proposal 1: Election of the ten director nominees named in the Proxy Statement FOR each Director Nominee

Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as Mattel's independent registered public accounting firm for the year ending December 31, 2026

FOR

Proposal 3: Advisory vote to approve named executive officer compensation FOR

Proposal 4: Approval of the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan

FOR

Such other business as may properly come before the 2026 Annual Meeting

Stockholders of record as of the close of business on March 30, 2026 will be able to attend the 2026 Annual Meeting, vote, and submit questions during the meeting via live webcast by visiting https://www.virtualshareholdermeeting.com/MAT2026. To participate in the meeting, stockholders of record must have the 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials ("Notice") or on your proxy card if you receive the proxy materials by mail.

If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through the https://www.ProxyVote.com website, then you may access, participate in, and vote at the 2026 Annual Meeting with the 16-digit control number indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the 2026 Annual Meeting) and obtain a "legal proxy" in order to be able to attend, participate in, or vote at the 2026 Annual Meeting. You will only be able to attend the 2026 Annual Meeting virtually via the webcast.

Whether or not you expect to attend the 2026 Annual Meeting online, please vote as soon as possible so that your shares will be represented and voted at the 2026 Annual Meeting.

By Order of the Board of Directors

Jonathan Anschell

Secretary

El Segundo, California

April 14, 2026

How To Vote

Internet

https://www.ProxyVote.com (prior to May 28, 2026). 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

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting to be held on

May 28, 2026. The proxy statement ("Proxy Statement") and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("2025 Annual Report") are available at https://investors.mattel.com/financials/annual-reports.

2025 Business and Strategic Overview 6

Mattel Purpose and Mission 7 Mattel Strategy 7

Proxy Summary 8

Voting Matters and Board Recommendations 8 Ongoing Stockholder Engagement Program 11

Director Nominees 9 Executive Compensation Highlights 12

Director Nominees Snapshot 10 Human Capital Management 16

Corporate Governance Highlights 10

Corporate Governance at Mattel 17

Proposal 1

Election of Directors 17 Board Structure 31

Director Nominee Skills, Experience, and Attributes 18 Risk Oversight 36

Director Nominees for Election 19 Board Accountability and Effectiveness 37

Board Composition and the Director Nomination Process

29 Non-Employee Director Compensation 40

Audit Matters 43

Proposal 2

Ratification of Selection of Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

43 Fees Incurred for Services by 46

PricewaterhouseCoopers LLP

Report of the Audit Committee 44

Compensation at Mattel 47

Proposal 3

Advisory Vote to Approve Named Executive Officer Compensation

47 Summary Compensation Table 66

Grants of Plan-Based Awards in 2025 67

Executive Officers 48 Outstanding Equity Awards at 2025 Year End 69

Compensation Discussion and Analysis 50 Option Exercises and Stock Vested in 2025 71

2025 Named Executive Officers 50 2025 Nonqualified Deferred Compensation 71

2025 Business Overview 50 Potential Payments Upon Termination 73

Elements of Compensation 54

or Change of Control

2025 Individual Performance Assessments 56 Estimated Potential Payments 76

Stock-Based Long-Term Incentives 58 Pay Ratio of CEO to Median Employee 78

How Compensation is Determined 61 Pay versus Performance 78

Important Policies, Governance, and Guidelines 63 Report of the Compensation Committee 81

Executive Compensation Tables 66

Proposal 4

Approval of the Amendment and 82 Summary of the 2026 Restatement 84

Restatement of the Mattel, Inc.

2010 Equity and Long-Term Compensation Plan

Estimate of Benefits; New Plan Benefits

History of Grants Under the 2010 Plan

Background and Purpose of the 2026 Restatement

Certain Material U.S. Federal Income

Share Reserve Under the 2026 Restatement

Tax Consequences

Stock Ownership and Reporting

Principal Stockholders

Equity Compensation Plan Information

Security Ownership of Management and the Board

2026 Annual Meeting and Voting Information

General Meeting Information

Deadline for 2027 Proposals and Nominations

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting

Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations

100

Management Incentive Non-GAAP Financial Measures

101

Other Matters that May Come Before the 2026 Annual Meeting

102

Appendix A - Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan

A-1

Forward-looking statements. Mattel cautions the reader that this Proxy Statement contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. The use of words such as "anticipates," "expects," "intends," "plans," "projects," "looks forward," "confident that," "believes," and "targeted," among others, generally identify forward-looking statements. These forward-looking statements are based on currently available operating, financial, economic, and other information and assumptions, and are subject to a number of significant risks and uncertainties. A variety of factors or combination of factors, many of which are beyond Mattel's control, may cause actual results or outcomes, or the timing of those results or outcomes, to differ materially from those contained in any forward-looking statements, including, but not limited to, the risks and uncertainties as may be described in Mattel's filings with the Securities and Exchange Commission, including the "Risk Factors" section of Mattel's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent periodic filings, as well as in Mattel's other public statements. Mattel does not update forward-looking statements and expressly disclaims any obligation to do so, except as required by law. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not part of or incorporated by reference into this Proxy Statement. References to "Mattel," the "Company," "we," "us," or "our" in this Proxy Statement refer to Mattel, Inc. and/or one or more of its subsidiaries.

Business highlights in 2025 include the following:

Full year net sales declined 1%, as compared to the prior year

Gross margin decreased 210 basis points to 48.7%

Earnings per share declined from $1.58 in the prior year to $1.24

Grew global market share across key categories, including Vehicles, Dolls, Action Figures, and Traditional Games(2)

Ranked #1 globally in each of our leader categories: Dolls, Vehicles, and Infant, Toddler, and Preschool, with Barbie, Hot Wheels, and Fisher-Price each the #1 global property in their respective categories(2)

Executed $600 million senior notes offering, our first investment grade senior notes issuance since 2016

Launched Mattel Brick Shop, a new brand that is on its way to becoming an important growth driver

Entered into a strategic collaboration with OpenAI to support AI-powered products and experiences based on Mattel's brands and to incorporate OpenAI's advanced AI tools into business operations

Expanded and renewed strategic partnerships with leading IP owners, including Netflix with KPop Demon Hunters, DC, and Disney Pixar with Toy Story 5

Launched Mattel Studios, unifying film and television divisions to support creation of standout quality content that will resonate with global audiences

Continued to advance our theatrical slate with two movies scheduled for release in 2026, Masters of the Universe in June and Matchbox: The Movie in October

Announced new brand-centric organization and integrated operating model to grow our IP-driven play and family entertainment business

Shares repurchased from February 10, 2023 to December 31, 2025; 18% of shares outstanding based on Mattel's total shares outstanding as of February 10, 2023

Our purpose and mission guide us in executing our strategy. Over the last few years, we have successfully broadened our reach outside of toys into new entertainment verticals and expanded to new demographics. Our Purpose and Mission reflect the Mattel of today and where we are heading.

Grow IP-Driven Play and Family Entertainment Business

TOY

BRAND MANAGEMENT

ENTERTAINMENT

ACCELERATING PROfITABLE GROWTH

OPERATIONAL EXCELLENCE

GROW TOY BRANDS

EXPAND DTC AND COMMERCIAL REACH

BROADEN CONTENT AND LICENSING

SCALE DIGITAL PLAY

OPTIMIZE

OPE ND

LEVERAGE AI

RATIONS A

Mattel is focused on the following new brand-centric strategy to grow its IP-driven play and family entertainment business:

Grow its toy brands with more breakthrough innovation and adult fans and collectors, as well as evolved demand creation;

Expand its direct-to-consumer and commercial reach through first party data, retail development, and new channels;

Broaden content offering in film, television, and short-form content, accelerate licensing in consumer products, location-based entertainment, and publishing, and expand with new business models;

Scale digital play through mobile games self-publishing, Mattel163 mobile games studio, licensing, and creator platforms; and

Optimize operations and leverage artificial intelligence across its systems and supply chain.

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 2025 financial performance, please review our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on February 23, 2026. We made this

Proxy Statement available to stockholders beginning on April 14, 2026.

Proposal

The Board's Recommendations Page

1 Election of Ten Director Nominees

FOR each

Director Nominee

Ratification of PricewaterhouseCoopers LLP as our Independent Accounting Firm for the

Year Ending December 31, 2026

FOR

Advisory Vote to Approve Named Executive Officer Compensation

FOR

Approval of the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term

Compensation Plan

FOR 82

How To Vote

Internet

https://www.ProxyVote.com (prior to

May 28, 2026). 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

Ynon Kreiz Chairman of the Board

Director Since: 2017

Stock Grant Committee

Roger Lynch Independent Lead Director

Director Since: 2018

Executive Committee (Chair)

Compensation Committee

Finance Committee

Adriana Cisneros Independent Director Since: 2018

Governance and Social Responsibility Committee

Diana Ferguson* Independent Director Since: 2020

Audit Committee (Chair)

Executive Committee

Julius Genachowski* Independent

Director Since: 2024

Audit Committee

Governance and Social Responsibility Committee

Prof. Noreena Hertz Independent Director Since: 2023

Governance and Social Responsibility Committee (Chair)

Executive Committee

Soren Laursen* Independent Director Since: 2018

Audit Committee

Finance Committee

Dominic Ng* Independent Director Since: 2006

Finance Committee (Chair)

Audit Committee

Executive Committee

Dr. Judy Olian

Dawn Ostroff

Independent

Director Since: 2018

Director Since: 2024

Compensation Committee (Chair)

Governance and Social Responsibility Committee

Executive Committee

Compensation Committee

* Audit Committee Financial Expert

We believe effective oversight comes from a board of directors that represents a wide range of experience and perspectives that collectively provide the talent, skills, expertise, and independence necessary for sound governance. The nominees to our

Board of Directors (the "Board") possess a broad set of skills, experience, and attributes that align with our business strategy and contribute to effective oversight. A summary of the skills, experience, and attributes of our director nominees is provided below. A matrix further illustrating our directors' skills, experience, and attributes and describing the skills and experience the Board believes are important to Mattel's strategy can be found on page 18.

Brand and

Corporate

Entertainment

Finance,

Human Capital

Industry

International /

Senior

Supply

Technology /

Marketing

Citizenship

/ Media

Accounting,

Management

Global

Leadership

Chain

E-Commerce

or Financial

Operations

Reporting

6 of 10

8 of 10

6 of 10

8 of 10

9 of 10

3 of 10

6 of 10

nominees

As part of the Board's ongoing process to add experience and skill sets that support the oversight and execution of our business strategy, the Board has undergone meaningful refreshment in recent years, appointing three new directors since 2023.

The director nominees bring a wide range of valuable perspectives and experiences that the Board believes will best support Mattel in executing its strategy. Our director nominees are 90% independent, with an average tenure on the Board of 7.4 years and an average age of 62 years. In addition, 30% of our director nominees self-identify as racially or ethnically diverse, and 50% of our director nominees are women.

We maintain industry-leading corporate governance and Board practices that promote accountability and enhance effectiveness in the boardroom.

Corporate Governance Practices

Board Practices

Routine review of Board leadership structure Annual Board and Committee evaluations

Robust director and Chief Executive Officer ("CEO") succession planning and search process

Annual review and evaluation of the CEO's performance by independent directors

Quarterly executive sessions held without management present

Comprehensive risk management with Board and committee oversight

Nine of ten director nominees are independent

Annual elections for all directors Majority voting standard

Robust Independent Lead Director role with significant responsibilities

Stockholder right to call special meetings Stockholder right to proxy access

Stockholder ability to remove directors with or without cause

Stockholder ability to act by written consent

Stockholder feedback is an important consideration for the Board, helping to shape our practices.

Mattel has established and maintains an ongoing and active stockholder engagement program. This engagement helps inform the Board's understanding of stockholder perspectives on a wide range of matters. Stockholder dialogue is a year-round practice for Mattel facilitated by our Investor Relations team. In addition to regular investor relations meetings throughout the year, we maintain a robust stockholder engagement program led by an independent director focused on Mattel's business strategy, Board, governance, executive compensation, and sustainability practices. In Fall 2025, our Independent Lead Director, Mr. Lynch, participated in certain meetings with members of senior management. The Independent Lead Director's participation in these meetings allowed for a direct line of communication with the Board.

Stockholder Engagement Cycle

Spring

Conduct in-season stockholder engagement meetings to understand stockholder views on proposals, if needed

Conduct annual meeting of stockholders

Winter

Continue independent director-led off-season stockholder engagement efforts

Review stockholder feedback with Board and management

Consider enhancements to corporate governance and executive compensation

Summer

Year-round s tockholder dialogue

Review annual meeting vote results and feedback

Review regulatory developments and corporate governance

best practices

Plan off-season engagement efforts

Fall

Conduct independent director-led off-season stockholder engagement meetings

Share stockholder input with Governance and Social Responsibility Committee and Board and consider enhancements

Input received from our stockholders during these meetings is shared with the Governance and Social Responsibility Committee, the Compensation Committee, as appropriate, and the Board, who take this input into account when considering governance and executive compensation changes. In Fall 2025, our stockholders expressed continued support for our Board composition and leadership structure, executive compensation programs, and sustainability practices.

Total Percentage of Shares Held by Stockholders Contacted in Fall 2025

Total Percentage of Shares Held by Stockholders Engaged in Fall 2025

~69% ~45%

Our conversations with stockholders in these engagement meetings covered a variety of topics, including:

Board Composition and Skillsets

Board Leadership Structure

Board Oversight

Business Strategy

Capital Allocation

Executive Compensation

Leadership Updates and

Executive Succession Planning

Governance Practices

Sustainability Practices

We believe our ongoing stockholder engagement is productive and provides for an open exchange of ideas and perspectives for both Mattel and our stockholders. We look forward to continuing these dialogues with our stockholders in 2026 and beyond.

Our executive compensation programs reflect our commitment to pay for performance and compensation governance best practices by emphasizing at-risk performance-based compensation and long-term stockholder value creation in the form of an annual short-term cash incentive ("Mattel Incentive Plan" or "MIP") and annual stock-based long-term incentives ("LTIs").

The chart below shows the 2025 target total direct compensation ("TDC")* mix for our CEO and the average 2025 target TDC* mix for our other named executive officers ("NEOs").

CEO Average of other NEOs**

At-Ris k

Base Salary 10%

MIP 22%

Base Salary 23%

LTIs 68%

LTIs 58%

MIP 19%

At-Ris k

* 2025 target TDC is the sum of 2025 year-end annual base salary, target MIP opportunity, and annual LTIs (i.e., target grant value of performance-based restricted stock units ("Performance Units") granted under the 2025-2027 Long-Term Incentive Program ("LTIP") and restricted stock units ("RSUs")).

** In light of Mr. DiSilvestro's departure during 2025, this chart excludes his compensation.

2025 Pay Outcomes Reflect Our Pay For Performance Philosophy

Compensation Components Characteristics 2025 Actions/Results

Base Salary • Provide fixed cash compensation based on individual role, skill set, market data, performance, criticality to the Company, and internal pay parity

Increased 2025 base salaries for Messrs. Totzke, Anschell, and Isaias in recognition of their

strong performance in 2024 and the criticality and impact of their

roles, supported by competitive market practices based on data provided by Frederic W. Cook & Co. ("FW Cook") and our pay for performance philosophy, as discussed on page 54.

Annual Cash Incentive (MIP)

Incentivize and motivate senior executives to achieve our short-term strategic and financial objectives that we believe will drive long-term stockholder value

Our 2025 MIP financial measures focused on improving profitability, topline performance, and improving our working capital position. The 2025 MIP was structured as follows:

65% MIP-Adjusted EBITDA Less Capital Charge

20% MIP-Adjusted Net Sales

15% MIP-Adjusted Gross Margin

Multiplier based on Individual Performance

Increased 2025 target MIP opportunity for Messrs. Kreiz and Totzke in recognition of their strong performance in 2024 and the criticality and impact of their roles, supported by competitive market practices based on data provided by FW Cook and our pay for performance philosophy, as discussed on page 54.

The Company financial performance earnout for the 2025 MIP was 71.9% of target opportunity, as discussed on page 53.

Stock-Based Long-Term Incentives (LTIs)

Aimed at focusing our senior executives on achieving our key long-term financial objectives, while rewarding relative growth in stockholder value that is sustained over several years

Increased 2025 target LTI values for Messrs. Kreiz, Totzke, Anschell, and Isaias in recognition of their strong performance in 2024 and the criticality and impact of their roles, supported by competitive market practices based on data provided by FW Cook and our pay for performance philosophy, as discussed on page 58.

Performance Units

Incentivize and motivate senior executives to achieve key long-term financial objectives and stock

price outperformance

The Performance Units granted under the three-year 2023-2025 LTIP cycle were structured as follows:

Three-Year Cumulative Adjusted Free Cash Flow

Multiplier based on Three-Year relative Total Shareholder Return ("TSR") vs. S&P 500 constituents

The payout for the 2023-2025 LTIP was 116% of target Performance Units granted, as discussed

on page 59.

RSUs • Encourage senior executive stock ownership

Support stockholder-aligned retention

Vest in annual installments over three years

2025 MIP earnout was below target, as Mattel did not achieve target level performance for MIP goals.

Outcomes of our compensation programs in 2025 reflect our financial performance amid the effects of uncertainty in U.S. trade dynamics that impacted retailer ordering patterns, and actions we took to manage owned inventory and support retail partners that negatively impacted profitability and gross margin. Results were below target for each performance measure. Accordingly, the MIP earnout was below target, reflecting our pay for performance philosophy.

MIP-Adjusted EBITDA Less Capital Charge*

Result: $725

$639 $766 $892

Threshold Target Max

MIP-Adjusted Net Sales*

Result: $5,279

$5,246 $5,522 $5,798

Threshold Target Max

MIP-Adjusted Gross Margin*

Result: 50.0%

49.2% 50.4% 51.7%

Threshold Target Max

($ in millions)

2023-2025 LTIP above-target earnout reflects strong performance in Adjusted Free Cash Flow* generation, offset by below-target relative TSR over the three-year performance period.

We maintained profitability over the three-year performance period, reflected in Adjusted Free Cash Flow* that exceeded maximum level. Adjusting for the below-target relative stock price performance, we achieved a total 2023-2025 LTIP earnout of 116% of target Performance Units granted.

Relative TSR Percentile

Three-Year Cumulative Adjusted Free Cash Flow*

Result: $1,965

Result: 33rd

$1,016

Threshold

$1,519

Target

$1,845

Max

≤25th Threshold

50th

Target

≥75th Max

($ in millions)

* The tables above reflect Mattel's 2025 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 101 for definitions of these measures and a description of the adjustments under the MIP and LTIP.

The Compensation Committee maintains the following compensation governance best practices, which establish strong safeguards for our stockholders and further enhance the alignment of senior executives' interests with stockholders' interests:

What We Do

What We Do Not Do

the CEO

We believe recruiting, developing, and motivating a talented global workforce are important to Mattel's long-term growth and success. Through our focus on employee engagement, equal employment opportunity, training and development, health and safety, and employee wellbeing, we endeavor to create a supportive and rewarding environment where employees are encouraged to collaborate, innovate, and grow. The Board, Compensation Committee, and Governance and Social Responsibility Committee are involved in the oversight of how Mattel fosters its culture and receive regular updates on our workforce management.

We are committed to fostering a culture where all employees have the opportunity to realize their full potential. Management regularly collects feedback to measure employee engagement and job satisfaction on an ongoing basis through its annual global engagement survey, which is used to help improve the employee experience and strengthen our workplace culture. We value a wide range of ideas and voices that help evolve and broaden Mattel's perspectives, with a reach that extends to consumers, customers, business partners, and suppliers.

We believe continually developing skills and capabilities for the future is essential to operating as an IP-driven, high-performing play and family entertainment business. Additionally, offering the opportunity for employees to continually learn and grow their careers at Mattel is a key driver of our employee engagement strategy. Around the globe, employees at all levels participate in a variety of online classes and instructor-led training, including professional development, management development, and technical training.

We are focused on creating a safe and healthy workplace for all of our employees. This is reflected in a comprehensive set of standards and oversight processes that establish our expectations for responsible working conditions, environmental protections, social compliance, health, and safety in both our own manufacturing facilities and those of our supply chain partners.

We offer several benefits to promote employee wellbeing, including paid time off, health and welfare insurance options, retirement plans, family support, mental health services, and basic and supplemental employee life insurance for eligible individuals.

2025 Notable Recognition and Awards

America's Best Employers for Company Culture

World's Most Trustworthy Companies

Best Workplaces for Innovators

Best Places to Work in IT Great Place to Work® Certified

in 12 Countries, including the USA

Best Companies to Work For

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

The Board currently consists of ten directors. After receiving input from members of the Governance and Social Responsibility Committee, the Board has nominated ten director nominees for election at the 2026 Annual Meeting, all of whom are currently directors and were most recently elected at our 2025 annual meeting of stockholders ("2025 Annual Meeting"). If elected, the following director nominees will hold office from election until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until their earlier resignation, disqualification, removal, or death:

Dawn Ostroff

Dr. Judy Olian

Dominic Ng

Soren Laursen

Prof. Noreena Hertz

Julius Genachowski

Diana Ferguson

Adriana Cisneros

Roger Lynch

Ynon Kreiz

Each director nominee has consented to being named in this Proxy Statement as a nominee for election as a director and has agreed to serve as a director, if elected.

If your properly submitted proxy does not contain voting instructions, the persons named as proxies will vote your shares "for" the election of each of the ten director nominees named above. If, before the 2026 Annual Meeting, any director nominee becomes unavailable to serve, the Board may identify a substitute for such director nominee and treat votes "for" the unavailable director nominee as votes "for" the substitute or, alternatively, may reduce the size of the Board. We presently believe that each of the nominees will be available to serve.

Our director nominees possess a broad set of skills, experience, and attributes, which align with our business strategy and contribute to effective oversight. A summary is outlined below.

Skills, Experience, and Attributes

Kreiz

Lynch

Cisneros

Ferguson

Genachowski

Hertz

Laursen

Olian

Ostroff

Brand and Marketing

As we look to grow our IP-driven play and family entertainment business in the

mid-to-long term, we believe directors with relevant experience in consumer marketing or brand management, especially on a global basis, provide important insights to the Board.

•

Corporate Citizenship

We benefit from directors with experience with corporate citizenship initiatives designed to achieve long-term stockholder value through a responsible, sustainable business model.

•

Entertainment and Media

We value experience in the entertainment/media industries, which provide important insight as we seek to broaden our offering in film, television, and short-form content, accelerate licensing in consumer products, location-based entertainment, and publishing, and expand with new business models.

•

Finance, Accounting, or Financial Reporting

We value directors with experience in finance, accounting, and/or financial reporting, as we measure our operating and strategic performance by reference to certain financial measures and are subject to various accounting and public company rules and requirements. Accordingly, we seek to have a number of directors who qualify as audit committee financial experts (as defined by SEC rules).

•

Human Capital Management

Our people are among our most important assets and we believe the successful development and retention of our employees is critical to our success. As such, we benefit from having directors with an understanding of human capital management obtained from experience as a senior leader in a large organization.

•

Industry

Directors with experience in our industry provide valuable perspective on issues specific to our products and the operation of our business.

•

International/Global Operations

As our business is worldwide in scope, we benefit from directors having experience as a senior leader in a large organization with international operations.

•

Senior Leadership

Directors with CEO or senior management experience have a demonstrated record of leadership and a practical understanding of organizations, processes, strategy, risk, and risk management, as well as methods to drive change and growth.

•

Supply Chain

As a global consumer goods company, we benefit from directors with experience in supply chain management or oversight, including international manufacturing, sourcing, inventory management, transportation and logistics, and supplier/vendor relationships.

•

Technology and E-Commerce

Experience with technology/e-commerce, including in cybersecurity, data privacy, and artificial intelligence, which helps the Board oversee Mattel's cybersecurity risks and advise management as we further grow our e-commerce business, including our DTC business, and leverage artificial intelligence across our systems and supply chain.

•

The Board, after receiving input from members of the Governance and Social Responsibility Committee, selected director nominees whose specific skills, talents, areas of expertise, experiences, attributes, backgrounds, and, in the case of our non-employee directors, independence, led the Board to conclude that these persons should serve as Mattel's directors at this time.

For each director nominee, set forth below is a description of his or her age, Board tenure, principal occupation, other business experience, and public company experience during the past five years, as well as other directorships and service.

Ynon Kreiz

Chairman of the Board

Age: 61

Director Since: 2017 Skills:

Committee Membership: Stock Grant Committee

Brand and

Corporate

Entertain-

Finance,

Human

Industry

International /

Senior Supply Chain

Marketing

Citizenship

ment / Media

Accounting,

Capital

Global

Leadership

or Financial

Management

Operations

Reporting

Key Experience/Director Qualifications

Mr. Kreiz brings to Mattel's Board significant corporate leadership, operational, restructuring, finance, multimedia, entertainment, and content experience. During his tenure as Chairman and Chief Executive Officer of Mattel, Mr. Kreiz has gained a deep understanding of Mattel's business and the toy industry. As a former Chief Executive Officer of a number of global media companies and a current board member of Warner Music Group Corp., he brings a valuable perspective on the entertainment, digital, and media industries, including a focus on children's programming. He was also General Partner at Balderton Capital, where he was active in early-stage technology and media investments. In 2024, Mr. Kreiz was named one of TIME's 100 Most Influential People in the World and Entertainment Person of the Year by Cannes Lions.

Career Highlights

Mattel, Inc.

Chairman of the Board since May 2018

Chief Executive Officer since April 2018

Maker Studios, Inc., a global digital media and content network company

Chairman of the Board (June 2012 - May 2014)

Chief Executive Officer (May 2013 - January 2015)

Endemol Group, one of the world's leading television production companies

Chairman of the Board and Chief Executive Officer (June 2008 - June 2011)

Balderton Capital (formerly Benchmark Capital Europe), a venture capital firm

General Partner (2005 - 2007)

Fox Kids Europe N.V., a children's entertainment company

Chairman of the Board, Chief Executive Officer, and Co-founder (1996 - 2002)

Other U.S. Public Company Directorships

Warner Music Group Corp. since May 2016

Additional Leadership Experience and Service

Board of Governors, Tel Aviv University since 2024

Member, Academy of Motion Picture Arts & Science's Executive Branch since 2023

Member, Business Roundtable since March 2020

Board of Advisors, Anderson Graduate School of Management at UCLA since April 2015

Chairman of Board of Trustees, Israeli Olympic Committee, London Games (2012)

Roger Lynch

Age: 63

Director Since: 2018 Skills:

Committee Memberships: Executive Committee (Chair), Compensation Committee,

Finance Committee

Brand and

Entertain-

Finance,

Human

International

Senior

Technology /

Marketing

ment /

Accounting,

Capital

/ Global

Leadership

E-Commerce

Media

or Financial

Management

Operations

Reporting

Key Experience/Director Qualifications

Mr. Lynch brings to Mattel's Board significant leadership, media, technology, and internet experience. He has a wealth of consumer experience, including experience leveraging changing consumer behaviors that can be applied to help further Mattel's growth.

Additionally, Mr. Lynch has extensive experience leading, innovating, and scaling consumer media and technology businesses globally, including having guided a number of companies through critical transformation periods. Through his media industry experience, Mr. Lynch has frequently worked with large content providers to create business models that embrace technological changes in distribution.

Career Highlights

Condé Nast, a global media company

Chief Executive Officer since April 2019

Pandora Media, Inc., a streaming music service

Chief Executive Officer, President, and Director (September 2017 - February 2019)

Sling TV Holding LLC, an on-demand internet streaming television service (subsidiary of DISH Network)

Chief Executive Officer and Director (July 2012 - August 2017)

Dish Network LLC, a pay television operator

Executive Vice President, Advanced Technologies (November 2009 - July 2012)

Video Networks International, Ltd., an internet protocol television provider

Chairman and Chief Executive Officer (2002 - 2009)

Chello Broadband N.V., a broadband internet service provider in Europe

President and Chief Executive Officer (1999 - 2001)

Additional Leadership Experience and Service

Director, News Media Alliance since 2022

Director, Partnership for New York City since 2021

Director, USC Dornsife School of Letters, Arts and Sciences since 2018

Director, Tuck School of Business at Dartmouth since 2017

Director, Quibi LLC (2018 - 2020)

Board Observer, Roku LLC (2012 - 2017)

Director, Digitalsmiths LLC (2010 - 2015)

Adriana Cisneros

Age: 46

Director Since: 2018

Committee Membership: Governance and Social

Responsibility Committee

Skills:

Brand and

Marketing

Corporate

Citizenship

Entertain-

ment / Media

International /

Global Operations

Senior

Leadership

Technology /

E-Commerce

Key Experience/Director Qualifications

Ms. Cisneros brings to Mattel's Board significant leadership, media, real estate, entertainment, consumer products, and digital experience. As the Chief Executive Officer of a global company, she has valuable expertise in restructuring, growth strategy, and technology. Ms. Cisneros has experience transforming a company through innovation and digital strategy. She brings a valuable perspective on global consumers and corporate social responsibility. She also has experience serving on the boards of

nonprofit entities.

Career Highlights

Cisneros Group of Companies, a privately held company with over 90 years' experience operating businesses globally with three divisions (Cisneros Media, Cisneros Interactive, and Cisneros Real Estate)

Chief Executive Officer since September 2013

Vice Chairman and Director of Strategy (September 2005 - August 2013)

Other U.S. Public Company Directorships

Ford Motor Company since July 2024

AST SpaceMobile, Inc. since April 2021

Additional Leadership Experience and Service

Director, La Wawa since 2023

Director, The Electric Factory since 2023

Advisor, The Venture City since 2023

Member, Strategic Advisory Board of Mission Advancement Corp. since 2020

Director, Citibank Private Bank Latin American Advisory Board since 2018

Trustee, Knight Foundation since 2018

Director, Parrot Analytics since 2018

Member, International Academy of Television Arts & Sciences since 2015

Advisory Member, Museum of Modern Art - Cisneros Institute since 2012

President, Fundación Cisneros since 2009

Director, Americas Society/Council of the Americas (2021 - 2024)

Trustee, The Paley Center for Media (2016 - 2024)

Director, University of Miami (2017 - 2023)

Co-chair, Endeavor Miami (2014 - 2020)

Diana Ferguson

Age: 62

Director Since: 2020

Committee Memberships: Audit Committee (Chair),

Executive Committee

Skills:

Finance,

Accounting, or Financial Reporting

Human

Capital Management

Industry

International /

Global Operations

Senior

Leadership

Supply

Chain

Key Experience/Director Qualifications

Ms. Ferguson brings to Mattel's Board significant leadership, finance, human capital management, strategy, and consumer products experience. As a former Chief Financial Officer in several consumer products businesses, she brings valuable perspective on managing large organizations, complex accounting principles and judgments, internal controls and financial reporting requirements, and evaluating the financial results and financial reporting processes of complex companies. Ms. Ferguson also has extensive board experience with publicly-traded companies and nonprofit organizations.

Career Highlights

Scarlett Investments, LLC, a private investment and consulting firm

Principal since August 2013

Cleveland Avenue LLC, a privately held venture capital and consulting firm

Chief Financial Officer (September 2015 - December 2020)

The Folgers Coffee Company, a division of Procter & Gamble

Senior Vice President and Chief Financial Officer (April 2008 - November 2008)

Merisant Worldwide, Inc., a maker of table-top sweeteners and sweetened food products

Executive Vice President and Chief Financial Officer (2007 - 2008)

Sara Lee Corporation, a global consumer products company

Senior Vice President and Chief Financial Officer, Sara Lee Foodservice (2006 - 2007)

Senior Vice President Strategy and Corporate Development (2004 - 2006)

Vice President and Treasurer (2001 - 2004)

Other U.S. Public Company Directorships

Gartner, Inc. since 2021

Sally Beauty Holdings, Inc. since 2019

Additional Leadership Experience and Service

Director, Chicago Botanic Gardens (2021 - 2025)

Trustee, Groton School (2015 - 2024)

Director, Invacare Corporation (2018 - 2022)

Director, Frontier Communications Corporation (2014 - 2021)

Julius Genachowski

Age: 63

Director Since: 2024 Skills:

Committee Memberships: Audit Committee, Governance and Social Responsibility Committee

Entertain-

Finance,

Human

Industry

International

Senior

Technology /

ment / Media

Accounting,

Capital

/ Global

Leadership

E-Commerce

or Financial

Management

Operations

Reporting

Key Experience/Director Qualifications

Mr. Genachowski brings to Mattel extensive public and private sector experience in technology, media, and telecom, including internet and digital communications policy, cybersecurity, consumer protection, and privacy. He also brings global perspectives and experiences from his various professional roles, finance experience as a former executive and investor, and risk oversight and corporate governance experience, including serving on the board of directors of public companies and on Audit and

Risk Committees.

Career Highlights

The Carlyle Group, a global investment company

Senior Advisor since 2024

Partner and Managing Director (2014 - 2023)

U.S. Federal Communications Commission, an independent agency responsible for implementing and enforcing U.S. communications law and regulations

Chairman (2009 - 2013)

Chief Counsel to the Chairman (1994 - 1997)

IAC Inc. (formerly IAC/InterActiveCorp), a company that owns and operates global brands, including, during his tenure, Expedia, Ticketmaster, Match.com, HSN, USA Network, and SciFi Channel

Member of Barry Diller's Office of the Chairman, Chief of Business Operations, General Counsel, and other roles (1997 - 2005)

Supreme Court of the United States

Law Clerk to Justice David H. Souter (1993 - 1994)

Other U.S. Public Company Directorships

Mastercard Incorporated since June 2014

Sonos, Inc. since September 2013

Additional Leadership Experience and Service

Director, Hexaware Technologies Limited since November 2021

Director, Sprint Corporation (August 2015 - April 2020)

Member, President's Intelligence Advisory Board, an independent intelligence advisory board within the Executive Office of the President (2014 - 2017)

Visiting Professor Harvard Law School and Visiting Scholar Harvard Business School (2013)

Member, President-Elect Obama's Transition Board (2008)

Prof. Noreena Hertz

Age: 58

Director Since: 2023

Committee Membership: Governance and Social

Responsibility Committee (Chair), Executive Committee

Skills:

Corporate

Citizenship

Entertain-

ment / Media

Finance,

Accounting, or Financial Reporting

Industry

Technology /

E-Commerce

Key Experience/Director Qualifications

Prof. Hertz brings to Mattel's Board her significant experience as an adviser to some of the largest organizations and most senior figures in the world on strategy, decision-making, sustainability, and global economic, technological, and geo-political risks and trends. An influential economist on the global stage, she has over 25 years of experience in advising companies and governments in a variety of sectors and geographies on strategy and policy decisions, mergers and acquisitions, intelligence gathering and analysis, millennials and post-millennials, community-building, and sustainability. In addition, Prof. Hertz has also held senior academic positions where her research has focused on artificial intelligence, decision-making, risk assessment and management, globalization, innovation, post-millennials, community-building, and sustainability. Prof. Hertz's best-selling books, Eyes Wide Open, The Silent Takeover, IOU: The Debt Threat, and The Lonely Century are published in over 20 countries.

Career Highlights

University College London

Honorary Professor at the UCL Policy Lab since 2025

Visiting Professor at the UCL Institute for Global Prosperity since 2016

Honorary Professor since 2013

University of Amsterdam

Professor of Globalisation, Sustainability, and Finance (2009 - 2013)

University of Cambridge

Associate Director of the Centre for International Business and Management (2003 - 2013)

Other U.S. Public Company Directorships

Warner Music Group Corp. (2014 - 2016; 2017 - present)

Additional Leadership Experience and Service

Director, Workhuman (Globoforce Limited) since April 2022

Trustee, Inspiring Girls International Limited (2016 - 2023)

Member, RWE AG Digital Transformation Board (2015 - 2016)

Member, Inclusive Capitalism Taskforce (2012 - 2013)

Member, Edelman Europe Advisory Board (2009 - 2012)

Member, Citigroup Politics and Economics Global Advisory Board (2007 - 2008)

Soren Laursen

Age: 62 Committee Memberships: Audit Committee, Finance Committee

Director Since: 2018

Skills:

Brand and Corporate

Entertain-

ment / Media

Finance,

Accounting,

Human

Capital

Industry International / Senior

Marketing Citizenship

Global

Operations

Leadership

Supply Technology /

Chain E-Commerce

or Financial Management

Reporting

Key Experience/Director Qualifications

Mr. Laursen brings to Mattel's Board significant leadership, finance, brand, marketing, retail, global, and toy industry experience. As a former Chief Executive Officer of a toy retail company and former President of a toy manufacturer, he has tested experience and understanding of Mattel's business and the global commercial toy industry, deep expertise in developing strong brand franchises supported by compelling media, digital, and technology activations, and leadership experience in successfully turning around a company and driving growth.

Career Highlights

Credo Partners AS, an investment firm focusing on mid-size companies

Operating Partner since 2023

Head of Denmark (2019 - 2023)

TOP-TOY, a toy retailer in the Nordic market

Chief Executive Officer (April 2016 - January 2018)

LEGO Systems, Inc., the Americas division of the family-owned and privately-held The LEGO Group, a toy company based in Denmark

President (January 2004 - March 2016)

The LEGO Company

Senior Vice President, Europe North and Europe East (April 2000 - December 2003)

Senior Vice President, Special Markets (1999 - 2000)

Vice President/General Manager, LEGO New Zealand (1995 - 1999)

Additional Leadership Experience and Service

Board Member, Riis Retail A/S since 2025

Board Chairman, Koble ApS since 2023

Board Chairman, The Army Painter since 2023

Board Chairman, BørneRiget Fonden since 2020

Board Chairman, Varier Furniture A/S Oslo since 2020

Board Chairman, Postevand ApS since 2019

Advisor, AVT Business School since 2018

Advisor, The Toy Association since 2014; Board member at large since 2004

Director, Patentrenewals.com (2018 - 2023)

Board Member, BoeBeauty (2020 - 2021)

Director, Isabella A/S (2018 - 2020)

Interim Executive Director, Mattel (October 2018 - September 2019)

Director, A.T. Cross, R.I. (2014 - 2016)

Director, LEGO Children's Fund (2010 - 2016)

Director, Connecticut Children's Medical Center (2008 - 2016)

Dominic Ng

Age: 67

Director Since: 2006 Skills:

Committee Memberships: Finance Committee (Chair), Audit Committee, Executive Committee

Brand and

Corporate

Entertain-

Finance,

Human

Industry

International

Senior

Marketing

Citizenship

ment /

Accounting,

Capital

/ Global

Leadership

Media

or Financial

Management

Operations

Reporting

Key Experience/Director Qualifications

As Chief Executive Officer of the largest independent bank headquartered in Southern California, Mr. Ng brings significant expertise in leadership, strategy, business development, and global operations to Mattel's Board. He also has substantial experience navigating complex accounting principles and judgments, internal controls, financial reporting rules and regulations, and assessing the financial performance and reporting processes of large companies. Mr. Ng transformed East West Bank from a small savings and loan association in Los Angeles into a large, full-service commercial bank with differentiated value offerings. His extensive experience conducting business in Asia provides valuable perspective to Mattel's Board, particularly in connection with Mattel's manufacturing presence and growth initiatives in Asia and other emerging markets. In addition, Mr. Ng brings deep business and governmental relationships in the State of California and the greater Los Angeles metropolitan area, where Mattel is headquartered.

Career Highlights

East West Bancorp, Inc. and East West Bank, a global bank based in California

Chief Executive Officer and Chairman of the Board since 1998

President and Chief Executive Officer (1992 - 1998)

Seyen Investment, Inc., a private family investment business

President (1990 - 1992)

Deloitte & Touche LLP, an accounting firm

Certified Public Accountant (1980 - 1990)

Other U.S. Public Company Directorships

East West Bancorp, Inc. since 1992

Additional Leadership Experience and Service

Trustee, Los Angeles County Museum of Art since 2025

Trustee, University of Southern California since 2014

Chair, 2023 Asia-Pacific Economic Cooperation Business Advisory Council (Co-Chair in 2022, 2024)

Trustee, Academy Museum of Motion Pictures (2018 - 2024)

Director, PacifiCare Health Systems, Inc. (2003 - 2005)

Director, ESS Technology, Inc. (1998 - 2004)

Director of the following nonprofit entities and government organizations: California Bankers Association (2002 - 2011, 2016 - 2017); The United Way of Greater Los Angeles (1995 - 2014); Pacific Council on International Policy

(2010 - 2013); Los Angeles' Mayor's Trade Advisory Council as Co-Chair (2009 - 2011); and Federal Reserve Bank of San Francisco - Los Angeles Branch (2005 - 2011)

Dr. Judy Olian

Age: 74

Director Since: 2018

Committee Memberships: Compensation Committee (Chair),

Executive Committee, Governance and Social Responsibility Committee

Skills:

Corporate

Citizenship

Finance,

Accounting, or Financial Reporting

Human

Capital Management

International /

Global Operations

Senior

Leadership

Key Experience/Director Qualifications

As President Emeritus of Quinnipiac University, and former Dean of the UCLA Anderson School of Management for over 12 years, Dr. Olian brings to Mattel's Board her extensive leadership record in running large organizations, as well as her professional expertise in human resource management, top management teams, and management strategy. She also has extensive board experience in publicly-traded and nonprofit boards. Prior to Dr. Olian's most recent roles, she served as Dean of Penn State's Smeal College of Business, and in various faculty and leadership roles at the University of Maryland. She was also a

management consultant at, and Chair of, AACSB International, the premier accrediting and thought leadership organization for global business schools.

Career Highlights

Quinnipiac University

President (July 2018 - June 2025)

UCLA Anderson School of Management

Dean and John E. Anderson Chair in Management (January 2006 - July 2018)

Other U.S. Public Company Directorships

United Therapeutics Corp. since 2015

Ares Management Corporation since 2014

Additional Leadership Experience and Service

Director, WARF Board (Wisconsin Alumni Research Foundation) since 2025

Board Co-Chair, AdvanceCT, appointed by Governor of Connecticut since 2023

Commission member, Knight Commission on Intercollegiate Athletics since 2023

Director, Hartford Healthcare System since 2022

Director, New Haven Promise (2018 - 2025)

Member, CT Governor's Workforce Commission (2020 - 2024)

Board member, Business-Higher Education Forum (2019 - 2023)

Advisory Board Member, Catalyst Inc. (2011 - 2021)

Director, UCLA Technology Development Corporation (2014 - 2018)

Chairman, Loeb Awards for Excellence in Business Journalism (2006 - 2018)

Member, International Advisory Board, Peking University School of Business (2007 - 2016)

Dawn Ostroff

Age: 66 Committee Membership: Compensation Committee

Director Since: 2024

Skills:

Brand and

Marketing

Entertain-

ment / Media

Human

Capital Management

Senior

Leadership

Technology /

E-Commerce

Key Experience/Director Qualifications

Ms. Ostroff brings to Mattel more than 35 years of experience in media, entertainment, and advertising with a proven track record of growing and transforming companies to meet the expectations of new generations of consumers. Ms. Ostroff was most recently the Chief Content & Advertising Business Officer at Spotify, where she oversaw all global content, content operations, and advertising revenue for the company, more than tripling the company's advertising revenue during her leadership. Prior to her role at Spotify, Ms. Ostroff founded Condé Nast Entertainment, where she served as President and launched its digital video business, built its technology and advertising teams, and established the feature film and television divisions which developed IP from the company's iconic brands.

Career Highlights

Spotify Technology S.A., an audio streaming service

Chief Content & Advertising Business Officer (2018 - 2023)

Condé Nast Entertainment, an entertainment studio and distribution network

President (2011 - 2018)

The CW Network, a joint venture of CBS and Warner Bros.

President of Entertainment (2006 - 2011)

UPN Network, a subsidiary of CBS

President (2002 - 2006)

Lifetime Television, a cable TV network

Executive Vice President of Entertainment (1996 - 2002)

Other U.S. Public Company Directorships

Sweetgreen, Inc. since June 2025

Additional Leadership Experience and Service

Board Member, New York University since 2014

Director, Paramount Global (May 2023 - June 2024)

Director, Activision Blizzard, Inc. (August 2020 - October 2023)

Board of Governors, The Paley Center for Media (2020 - 2022)

Director, Anonymous Content (Emerson Collective Parent Company) (2018 - 2020)

Director, Westfield Corporation (March 2016 - February 2018)

Disclaimer

Mattel Inc. published this content on April 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 14, 2026 at 21:37 UTC.