Slide 1: Mattel, Inc. Business, Governance & Compensation Overview
April 2016 Mattel, Inc. Business, Governance & Compensation Overview
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS: Mattel is including this Cautionary Statement pursuant to the Private Securities Litigation Reform Act of 1995 (the “Act”). Certain statements made in this presentation may include forward-looking statements within the meaning of the Act relating to the future performance
Slide 3: Overview of Mattel
Overview of Mattel Mattel (Nasdaq: MAT) is a worldwide leader in the design, manufacture and marketing of toys and family products Mattel’s portfolio includes some of the most iconic toy brands ever produced Mattel is a global organization, selling products in more than 150 countries COMPANY OVERVIE
Slide 4: Significant Progress Against Mattel's Six Strategic Priorities
Significant Progress Against Mattel’s Six Strategic Priorities Exploiting the Franchise Strength of Our Core Brands Strengthening Our Global Supply Chain Achieving Distinctiveness and Excellence in Our Commercial Organization Rapidly Expanding into Emerging Markets Aggressively reduce system costs M
Slide 5: Encouraging 2015 Turnaround Results
Encouraging 2015 Turnaround Results Mattel’s 2015 results were in line with our expectations and reflected significant progress against our 2015 strategic priorities and our turnaround efforts Promising Trends in Underlying Business Despite Currency Headwinds P&L Reflects Investments to Improve Top-
Slide 6: Engaged and Highly-Qualified Independent Board
Engaged and Highly-Qualified Independent Board Well-Balanced Tenure 3 Directors 3 Directors 4 Directors Diverse & Fresh Perspectives Highly Independent The Board’s composition provides Mattel with the independent perspectives and diverse experiences necessary to lead the Company through a turnaround
Slide 7: Strong Independent Board Leadership
Strong Independent Board Leadership Source: Mattel 2016 Proxy Statement Mattel utilizes a robust Independent Lead Director role to counterbalance our combined Chair and CEO and provide independent, consistent oversight of management during the turnaround Presides at all meetings of the Board at whic
Slide 8: Industry-Leading Governance Practices
Industry-Leading Governance Practices Annual Board elections Majority voting standard Robust shareholder engagement Shareholder right to call special meetings Shareholder ability to act by written consent Clawback policy applies to all executive officers No poison pill in place One share, one vote;
Slide 9: Executive Compensation Overview
Executive Compensation Overview Compensation Element Philosophy and Objective For all NEOs (including CEO) Base Salary Provides fixed income for financial certainty and stability Annual Incentive (MIP) Directly links pay opportunity to Company performance through achievement of financial performance
Slide 10: 2015 Compensation Outcomes
Base Salary. No merit-based salary increases were approved for NEOs in 2015 or 2016 (other than in the case of promotions) Annual Incentive (MIP). Below target MIP payouts (ranging from 45% to 68% of target) were earned by our NEOs for 2015, which align to Company and business group financial result
Slide 11: 2016 Executive Compensation Changes
2016 Executive Compensation Changes To further promote our turnaround, reinforce our strategic priorities and reflect the support and feedback from our shareholder outreach, the Compensation Committee made the following changes to our executive compensation programs in 2016 Simplified and streamline
Slide 12: Board Recommends Vote AGAINST Shareholder Proposal #4
Our Board Recommends a Vote AGAINST Shareholder Proposal #4 Requiring the Chairman to be Independent Flexible Board Leadership Structure is More Suitable for Mattel than a Rigid and Prescriptive Approach The Board is best positioned to determine the optimal leadership structure at any given time sin
Slide 13: Board Recommends Vote AGAINST Shareholder Proposal #4
Our Board Recommends a Vote AGAINST Shareholder Proposal #4 Requiring the Chairman to be Independent The Board urges a vote AGAINST the proposal as it is not in the interests of shareholders and the Company Our Current Board Leadership Structure is Driving Results Combined Chair and CEO role permits
Slide 14: Summary of 2015 Progress, Governance and Compensation
Mattel’s 2015 results reflect significant progress against our 2015 strategic priorities and our turnaround efforts Mattel’s engaged, highly-qualified Board, together with sound corporate governance and shareholder outreach practices, promote Board independence and effective oversight of management