MATTEL INC (MAT)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MATTEL INC · Meeting: May 28, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Director Nominees
Against Analysis
Kreiz has served as Chairman and CEO since 2018, meaning his tenure fully overlaps the 3-year underperformance period; Mattel's 3-year total return of -17.9% trails the disclosed compensation peer group median of +9.3% by 27.2 percentage points, which exceeds the 20-point trigger threshold for companies with negative absolute returns, and the 5-year record (-29.1% vs. peer median +0.5%, a gap of -29.6pp) also exceeds the threshold so the 5-year mitigant does not apply.
Lynch has served since 2018, giving him full overlap with the 3-year underperformance period; Mattel's 3-year return trails the peer group median by 27.2 percentage points (exceeding the 20pp trigger for negative absolute TSR), and the 5-year gap of -29.6pp also exceeds the applicable threshold, so no mitigant applies.
Cisneros has served since 2018, giving her full overlap with the underperformance period; the same 27.2pp 3-year peer-group gap fires the trigger and the 5-year record provides no mitigant.
Ferguson has served since 2020, giving her full overlap with the 3-year underperformance window; Mattel's stock has trailed the peer group median by 27.2 percentage points over three years, exceeding the trigger, and the 5-year gap does not provide relief.
Laursen has served since 2018, providing full overlap with the 3-year underperformance period; Mattel's stock has underperformed the compensation peer group median by 27.2 percentage points over three years, exceeding the trigger, and the 5-year record offers no mitigant.
Ng has served since 2006, giving him the longest tenure on the board and full overlap with the underperformance period; the 27.2pp 3-year peer-group gap exceeds the 20pp trigger for negative absolute TSR, and the 5-year record does not provide relief.
Olian has served since 2018, providing full overlap with the 3-year underperformance period; the same 27.2pp gap versus the peer group median fires the trigger, and the 5-year record does not mitigate the result.
For Analysis
Genachowski joined the board in 2024, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to him at this time.
Hertz joined in 2023 and has been a director for approximately 2–3 years; her tenure covers less than half of the 3-year underperformance period, so under the policy the trigger is flagged but a No vote is not automatically warranted — no AGAINST vote is applied.
Ostroff joined the board in 2024, which falls within the 24-month new-director exemption, so the TSR underperformance trigger does not apply to her at this time.
Eight of ten directors are recommended AGAINST due to sustained stock price underperformance — Mattel's 3-year total return of -17.9% trails the company's own disclosed compensation peer group median by 27.2 percentage points, well above the 20-point trigger threshold that applies when absolute returns are negative, and the 5-year record (-29.1% vs. peer median +0.5%) confirms this is not a transient dip. The two newest directors (Genachowski and Ostroff, both joined 2024) are exempt under the 24-month new-director grace period, and Prof. Hertz (joined 2023) receives a FOR because her tenure covers less than half the underperformance window.
Say on Pay
✓ FORCEO
Ynon Kreiz
Total Comp
$15,060,621
Prior Support
96%%
The prior Say on Pay vote received over 96% support, well above the 70% threshold, so no re-vote concern applies. CEO total compensation of approximately $15.1 million is within a reasonable range for the chairman and CEO of a $4–5 billion consumer goods company with a meaningful entertainment strategy, and the pay mix is heavily weighted toward variable pay — roughly 84% of the CEO's target total pay is at-risk, with 75% of long-term incentives tied to performance stock awards benchmarked against the S&P 500. The annual cash incentive paid out at only 71.9% of target due to below-target financial results, and the long-term performance stock award cycle paid out at 116% of target reflecting strong free cash flow generation partially offset by below-median relative stock performance, demonstrating a functioning pay-for-performance linkage despite the company's challenging stock price trajectory.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$9,555,000
Non-Audit Fees
$2,374,000
Non-audit fees (audit-related fees of $864,000 + tax fees of $1,508,000 + other fees of $2,000 = $2,374,000) represent approximately 24.9% of audit fees ($9,555,000), which is well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Mattel's size; auditor tenure is not disclosed in the proxy so no tenure trigger is fired; and no material restatements are noted.
Overall Assessment
This ballot presents a meaningful governance concern: Mattel's stock has lost approximately 18% over three years while the company's own compensation peer group gained over 9% on average — a gap of 27 percentage points that triggers AGAINST votes for eight of ten director nominees under the policy's TSR underperformance framework, with only the two newest directors (Genachowski and Ostroff, both joined 2024) and Prof. Hertz (joined 2023, partial overlap) receiving FOR votes. The Say on Pay and auditor ratification proposals both pass cleanly — incentive pay responded appropriately to below-target financial results in 2025, and PwC's non-audit fees are well within acceptable bounds.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing