Lori MacPherson

About Lori MacPherson

Lori MacPherson (age 57) has served as an independent Class III director of JAKKS Pacific since September 27, 2021; her current term expires at the 2026 annual meeting . She spent over two decades at The Walt Disney Company, most recently as EVP, Global Product Management for The Walt Disney Studios (2010–2014), with prior leadership roles in home entertainment and marketing; she holds a B.A. in French Literature from Pomona College . She currently serves on the Board of Trustees of the Polytechnic School in Pasadena, CA .

Past Roles

External Roles

Board Governance

• Board class/tenure: Class III director; term expires at the 2026 annual meeting .
• Independence: The Board determined Ms. MacPherson is independent under Nasdaq rules .
• Committee assignments: Member, Nominating & Governance Committee; Member, Cybersecurity Oversight Committee .
• Committee leadership: No chair roles disclosed for Ms. MacPherson; Audit Chair (Shoghi), Compensation Chair (Shoghi), Nominating Chair (Winkler) .
• Attendance and engagement: In 2024, the Board, Audit, Compensation, Nominating & Governance, and Cybersecurity committees met/acted at least 7, 4, 3, 3, and 3 times respectively; all directors attended at least 75% of their Board and committee meetings. All directors and nominees attended the Dec 6, 2024 annual meeting virtually .
• Executive sessions: Independent directors meet in executive sessions; at least one such meeting occurred during 2024 .
• Cyber oversight: Cybersecurity Oversight Committee established in Q1 2024; Ms. MacPherson is one of two members (with Carole Levine) .

Fixed Compensation

• Director fee program (non‑employee directors):
  • $100,000 annual cash retainer (paid quarterly) .
  • $5,000 per committee membership; +$15,000 Audit Chair; +$10,000 other committee chairs .
  • Stock ownership guideline: each director to hold shares equal to 2x the average cash stipend of the prior two years (illustrative minimum $218,958 based on recent averages) .

Director compensation received by Ms. MacPherson:

Notes: Cybersecurity Committee was formed in Q1 2024; Ms. MacPherson’s increase from $105k (2023) to $110k (2024) aligns with an additional committee membership fee .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Background: Consumer products and global entertainment distribution; senior P&L and product management roles at Disney .
• Board skills emphasis: The Board values management/leadership, financial expertise, marketing/consumer experience, and capital management; Ms. MacPherson was selected for general business and industry-specific experience .

Equity Ownership

Governance Assessment

• Positives

  • Independent director with deep consumer/entertainment operating experience; sits on cyber oversight and nominating committees, supporting risk and governance coverage .
  • Strong engagement: all directors met the ≥75% attendance threshold; full participation in 2024 annual meeting .
  • No disclosed related-party transactions, legal proceedings, or Section 16(a) delinquencies involving Ms. MacPherson; the company reports timely director/executive filings in 2024 .
  • Broader governance enhancements: adoption of a clawback policy effective Dec 1, 2023; continued majority voting (“Intel” procedure) for uncontested elections .

• Watch items / potential investor alignment concerns

  • Ownership alignment: Proxy shows no beneficial share ownership for Ms. MacPherson, and the director compensation program is cash-only without routine equity grants to non-employee directors; per-policy, directors are expected to hold shares equal to 2x the average cash stipend, but individual compliance status is not disclosed (monitor for future filings) .
  • Leadership structure: Combined CEO/Chair; while independent executive sessions occur, investors focused on board independence may prefer separation or a clearly empowered lead independent director (not specified) .

• Contextual shareholder feedback

  • Say-on-pay support was approved at the 2024 annual meeting; management amended executive pay in early 2025 to include market-based RSU price hurdles, indicating responsiveness (board-level oversight signal) .

Related-Party Exposure (for conflict checks)

• The proxy discloses several related-party and historical partner relationships (e.g., Meisheng manufacturing; BSP financing history), but none involve Ms. MacPherson .

Insider Trades and Section 16 Compliance

• The Company states that all Forms 3, 4, and 5 required during 2024 for directors and executive officers were timely filed; no director-specific delinquencies flagged .

Summary Implications for Investors

• Board effectiveness: Ms. MacPherson strengthens consumer/marketing and cyber oversight, with solid meeting participation and independence, which supports risk oversight and governance credibility .
• Alignment: Lack of reported personal share ownership and a cash-only director pay model may be perceived as weaker alignment versus boards that grant equity retainers; monitor future filings for ownership progression toward the 2x stipend guideline .
• Conflicts: No related-party transactions or legal/SEC issues disclosed for Ms. MacPherson, reducing governance risk flags tied to conflicts .