Adriana Cisneros

About Adriana Cisneros

Adriana Cisneros (age 45) has served as an independent director of Mattel since 2018. She is CEO of Cisneros Group of Companies (since Sept 2013), bringing leadership across media, real estate, entertainment, consumer products, and digital, with experience in restructuring, growth strategy, technology, and corporate social responsibility. Current public company boards: AST SpaceMobile, Inc. (since Apr 2021) and Ford Motor Company (since Jul 2024). Mattel committee service: Governance and Social Responsibility Committee (member). Independence: the Board affirmatively determined Ms. Cisneros is independent under Mattel and Nasdaq standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cisneros Group of Companies	Chief Executive Officer	Sep 2013 – Present	Leads global media, interactive, and real estate businesses
Cisneros Group of Companies	Vice Chairman and Director of Strategy	Sep 2005 – Aug 2013	Strategy and transformation leadership

External Roles

Organization	Role	Tenure	Notes / Committee Roles
Ford Motor Company	Director	Since Jul 2024	Current public company directorship
AST SpaceMobile, Inc.	Director	Since Apr 2021	Current public company directorship
La Wawa	Director	Since 2023	Private/other governance role
The Electric Factory	Director	Since 2023	Private/other governance role
The Venture City	Advisor	Since 2023	Advisory board service
Mission Advancement Corp.	Strategic Advisory Board Member	Since 2020	SPAC advisory role
Citibank Private Bank Latin American Advisory Board	Director	Since 2018	Advisory role
Knight Foundation	Trustee	Since 2018	Nonprofit governance
Parrot Analytics	Director	Since 2018	Media analytics governance
International Academy of Television Arts & Sciences	Member	Since 2015	Industry body
MoMA – Cisneros Institute	Advisory Member	Since 2012	Arts/academic advisory
Fundación Cisneros	President	Since 2009	Philanthropic leadership
Americas Society/Council of the Americas	Director	2021 – 2024	Nonprofit board
The Paley Center for Media	Trustee	2016 – 2024	Nonprofit governance
University of Miami	Director	2017 – 2023	Academic board
Endeavor Miami	Co-chair	2014 – 2020	Entrepreneurial ecosystem

Board Governance

Item	Details
Independence	Board determined Ms. Cisneros is independent under Mattel and Nasdaq standards .
Committee Assignments (2024)	Governance and Social Responsibility Committee – Member .
Committee Meetings (2024)	Governance & Social Responsibility Committee: 6 meetings; Finance: 5; Audit: 13; Executive Committee: 0 .
Board Meetings (2024)	Five Board meetings; no incumbent director attended less than 75% of applicable meetings/committees .
Board Leadership	Independent Lead Director presides over executive sessions and other responsibilities (role held by Roger Lynch in 2024) .

Fixed Compensation (Non‑Employee Director Program and Actuals)

Element	Policy Amount (2024)	Notes
Annual cash retainer	$110,000	Directors may elect stock in lieu of cash and/or defer cash under Director DCP .
Independent Lead Director retainer	$50,000 (additional)	Applies to ILD only .
Committee Chair retainers	$20,000 (Audit, Compensation); $15,000 (Executive, Finance, Governance & Social Responsibility)	Additional to annual retainer .
Audit Committee member retainer	$10,000 (incl. Chair)	Other committees do not pay member fees .
Meeting fees	None	Retainer-only structure .

Director	Cash ($)	Notes
Adriana Cisneros	$110,000	2024 Fees Earned or Paid in Cash .

Program design and benchmarking: FW Cook’s May 2024 review found total non-employee director pay slightly below peer median, prompting increases to cash retainer (+$5,000 to $110,000) and annual equity grant (+$10,000 to $175,000); structure remains aligned with best practices (retainer-only, stock‑weighted mix, immediate vesting, ownership guidelines) .

Performance Compensation (Equity and Deferral Features)

Grant / Feature	Grant Date	Units / Value	Vesting / Settlement	Other Terms
Annual RSU grant (deferred vested RSUs)	May 29, 2024	9,972 RSUs; $175,009 fair value	RSUs vest immediately; shares delivered at earlier of 3rd anniversary or end of Board service	Dividend equivalents paid in cash prior to settlement; directors may defer RSU shares into Director DCP .
Options	N/A	—	Directors held no outstanding stock options as of 12/31/2024	No option awards outstanding .

Other Directorships & Interlocks

Company	Role	Since	Potential Interlock/Conflict Note
Ford Motor Company	Director	Jul 2024	Board has determined independence; no related‑party transactions requiring disclosure .
AST SpaceMobile, Inc.	Director	Apr 2021	Same as above .

Related‑party transactions: Mattel states it is not aware of any current or proposed related‑party transactions requiring disclosure under SEC rules; transactions are reviewed under a written Related Party Transactions Policy . In assessing independence, the Board reviewed ordinary‑course commercial relationships where directors serve as executives; amounts were <1% of the counterparty’s revenues and not material (example given: Condé Nast) .

Expertise & Qualifications

Leadership and operating experience as CEO, with expertise in restructuring, growth strategy, technology, and digital transformation .
Sector experience across media, entertainment, consumer products, real estate, and global markets; perspective on global consumers and corporate social responsibility .
Service on nonprofit and advisory boards, adding governance and stakeholder engagement depth .

Equity Ownership

Item	Amount / Status	As‑Of / Notes
Beneficial ownership (common shares)	22,232 shares; <1% of outstanding	As of Mar 17, 2025; percent owned “*” indicates <1%; 322,907,308 shares outstanding .
RSUs/Deferred RSUs outstanding	45,549	Vested but not settled RSUs and deferrals as of Dec 31, 2024 .
Director DCP stock equivalents	20,140	Aggregate stock equivalents (incl. deferred RSU shares) as of Dec 31, 2024 .
Stock options	None	Directors held no outstanding stock options as of Dec 31, 2024 .
Pledged shares	None disclosed	“None of the shares listed are pledged” under Mattel’s policy .
Ownership guidelines	5x annual cash retainer	All directors met guideline except three newer directors; Ms. Cisneros is not among exceptions .

Governance Assessment

Independence and Committee Work: Ms. Cisneros is an independent director serving on the Governance & Social Responsibility Committee, which met six times in 2024 and oversees board composition, evaluations, independence determinations, and ESG/policy oversight—areas directly tied to board effectiveness and risk oversight .
Attendance and Engagement: The Board held five meetings in 2024; no incumbent director fell below 75% attendance for Board and applicable committees—indicative of baseline engagement (individual rates not disclosed) .
Pay Structure and Alignment: Director pay is retainer‑only with a stock‑weighted mix and immediate‑vesting RSUs, coupled with robust ownership guidelines (5x retainer). Ms. Cisneros received $110,000 cash and $175,009 in RSUs for 2024 and has significant deferred equity/stock equivalents—supporting alignment without option risk; no options outstanding .
Conflicts and Related‑Party Exposure: Mattel reports no related‑party transactions requiring disclosure; the Board’s independence review (including ordinary‑course relationships) found no material issues; shares are not pledged—reducing conflict/alignment risk .
Time‑Commitment Watchpoint (monitor): In addition to Mattel, Ms. Cisneros serves on Ford (since Jul 2024) and AST SpaceMobile (since Apr 2021) while acting as CEO of Cisneros Group. While not a disclosed issue, investors may monitor aggregate commitments for potential over‑boarding risk depending on evolving policies and workload .
RED FLAGS: None disclosed related to attendance shortfalls, pledging, related‑party transactions, or option repricings. Program changes to director pay in 2024 were modest and peer‑aligned per the independent consultant review .