JAKKS PACIFIC INC (JAKK)

Sector: Consumer Discretionary

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2026 Annual Meeting Analysis

JAKKS PACIFIC INC · Meeting: June 5, 2026

Policy v1.2medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

1

Directors AGAINST

0

Say on Pay

AGAINST

Auditor

FOR

Director Elections

Election of One Class III Director

1 FOR
✓ FOR
Lori MacPherson

MacPherson has been a director since September 2021 (roughly 4.5 years), has relevant consumer/entertainment industry experience from her two decades at Walt Disney, attended at least 75% of board meetings, holds no other public company board seats flagging overboarding concerns, and the TSR underperformance trigger does not fire — JAKKS's 3-year return of +17.4% trails the ^RUT (Russell 2000) by 38.8 percentage points, but the applicable policy threshold for a low-positive absolute 3-year TSR using the ^RUT benchmark is 50 percentage points, which is not met.

Only one director is up for election this year — Lori MacPherson, a Class III director. She passes all policy screens: no overboarding, adequate meeting attendance, relevant industry qualifications, and the TSR underperformance gap of 38.8pp versus the ^RUT (Russell 2000) falls short of the 50pp trigger threshold required to vote against.

Say on Pay

✗ AGAINST

CEO

Stephen G. Berman

Total Comp

$9,958,012

Prior Support

majority%

CEO total compensation of $9,958,012 likely exceeds benchmark for a ~$258M market-cap consumer cyclical company by more than 20%Pay-for-performance misalignment: CEO received $2.845M cash bonus plus $5.233M in stock awards in 2025 while stock fell sharply (JAKKS stock dropped from ~$28 to ~$17 during fiscal 2025, underperforming ^RUT by more than 20pp over 3 years)Fixed salary ($1,850,000) represents approximately 18.6% of total pay — pay mix is not the primary concern, but bonus and equity grants were awarded in a year of significant stock price declineDiscretionary bonus structure: the $2,775,000 cash bonus was entirely discretionary with the committee retaining authority to grant bonuses even if targets are not met, reducing the rigor of performance conditions

CEO Stephen Berman received total compensation of nearly $10 million in 2025, a year in which the company's stock price fell from approximately $28 to $17 — a roughly 40% decline — and significantly underperformed the ^RUT (Russell 2000) benchmark over the trailing 3 years by 38.8 percentage points. While performance-based stock award tranches tied to stock price milestones were added after shareholder feedback (a positive step), the $2.775 million cash bonus awarded for 2025 was entirely discretionary and paid in a year of poor stock performance and declining net income ($9.9 million in 2025 versus $34.2 million in 2024). For a company with a market cap of approximately $258 million, CEO pay of nearly $10 million represents a level that appears materially above what is warranted by title, sector, and market cap band benchmarks, and the above-benchmark variable pay was not earned in a year that rewarded shareholders.

Auditor Ratification

✓ FOR

Auditor

BDO USA, P.C.

Tenure

20 yrs

Audit Fees

$1,761,721

Non-Audit Fees

$9,000

BDO USA has served as JAKKS's auditor since June 2006, giving it approximately 20 years of tenure — just below the 25-year threshold that would trigger a concern. Non-audit fees of $9,000 represent less than 1% of total audit-related fees of $1,761,721, well within the 50% threshold, so there is no independence concern. BDO is a large national firm appropriate for a company of JAKKS's size, and no material financial restatements attributable to audit failure are disclosed.

Overall Assessment

The 2026 JAKKS Pacific annual meeting presents three standard proposals: a single director election (Lori MacPherson, who passes all policy screens), auditor ratification of BDO USA (no fee or tenure concerns), and a say-on-pay vote where we vote AGAINST due to CEO compensation of nearly $10 million that appears excessive relative to the company's ~$258 million market cap and was paid in a year of significant stock price decline and earnings deterioration. No stockholder proposals were submitted for this meeting.

Filing date: April 22, 2026·Policy v1.2·medium confidence

Compensation Peer Group

1 companies disclosed in 2026 proxy filing

^RUT__INDEX_BENCHMARK__:Russell 2000 Index