Dawn Ostroff
Director at MAT
Board
About Dawn Ostroff
Independent director at Mattel (joined 2024), age 65, with 35+ years in media and advertising leadership spanning Spotify, Condé Nast, The CW, UPN, and Lifetime. She serves on Mattel’s Compensation Committee and was affirmatively determined independent under Nasdaq and Mattel standards; the Board reported no related-party transactions requiring disclosure . In 2024, the Board held five meetings and reported no director with attendance below 75%; the Compensation Committee met 14 times, indicating active oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spotify Technology S.A. | Chief Content & Advertising Business Officer | 2018–2023 | Oversaw global content, operations, and advertising; more than tripled advertising revenue |
| Condé Nast Entertainment | President | 2011–2018 | Launched digital video business; built tech and advertising teams; established film/TV divisions |
| The CW Network | President of Entertainment | 2006–2011 | Programming leadership |
| UPN | President | 2002–2006 | Network leadership |
| Lifetime Television | EVP of Entertainment | 1996–2002 | Content leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sweetgreen, Inc. | Director nominee | 2025 (nominee) | Nominated for election at company’s 2025 annual meeting |
| Paramount Global | Director | May 2023–June 2024 | Public company board experience |
| Activision Blizzard, Inc. | Director | Aug 2020–Oct 2023 | Public company board experience |
| Westfield Corporation | Director | Mar 2016–Feb 2018 | Public company board experience |
| New York University | Board Member | Since 2014 | Non-profit/academic governance |
| The Paley Center for Media | Board of Governors | 2020–2022 | Industry non-profit governance |
| Anonymous Content (Emerson Collective parent) | Director | 2018–2020 | Private company board role |
Board Governance
- Committee assignments: Compensation Committee member; committee meeting count in 2024: 14; committee is fully independent and qualifies as non-employee directors under Rule 16b-3 .
- Independence: Board affirmatively determined Ms. Ostroff is independent; ordinary-course commercial relationships (including Condé Nast) were below 1% of counterpart revenues and deemed immaterial .
- Attendance: Board held 5 meetings in 2024; no incumbent director was under 75% attendance; eight directors attended the 2024 annual meeting .
- Years of service: Director since 2024 .
- Executive sessions: Quarterly executive sessions held without management present .
- Board limits and interlocks: Directors limited to ≤4 public-company boards (including Mattel); all nominees compliant .
Fixed Compensation
| Item | 2024 Amount | Details |
|---|---|---|
| Annual cash retainer (structure) | $110,000 | Retainer-only cash; no meeting fees; committee member fees apply only for Audit ($10k); chair retainers vary; Ms. Ostroff is not a chair |
| Fees earned (actual) | $145,000 | Includes pro-rated retainer upon Feb 5, 2024 appointment and annual retainer timing |
| Annual stock grant (structure) | $175,000 | Deferred vested RSUs; immediate vesting with settlement at earlier of 3 years or board exit; cash dividend equivalents until settlement |
| Stock awards (actual) | $230,012 | RSUs: 2,978 (Feb 5, 2024 grant at $18.47); 9,972 (May 29, 2024 grant at $17.55); total RSUs in 2024 grants: 12,950 |
| All other compensation | $15,000 | Charitable grants/matching via Mattel Children’s Foundation program |
| Total | $390,012 | Sum of cash, stock grant fair value, and other compensation |
Stock grant detail
| Grant date | RSUs (#) | Grant-date stock price | Fair value |
|---|---|---|---|
| Feb 5, 2024 (pro-rata) | 2,978 | $18.47 | Included in $230,012 total |
| May 29, 2024 (annual) | 9,972 | $17.55 | Included in $230,012 total |
Program features and governance
- Independent consultant review: FW Cook reviewed and recommended 2024 increases; structure aligned with best practices (stock-weighted mix, immediate vesting, ownership guidelines, no meeting fees) .
- Director Deferred Compensation Plan available for deferrals of cash retainers and RSU share settlements .
Performance Compensation
Mattel does not use performance-based pay for non-employee directors; director equity grants are full-value RSUs without performance conditions .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | Sweetgreen (nominee) |
| Prior public boards | Paramount Global (2023–2024); Activision Blizzard (2020–2023); Westfield Corporation (2016–2018) |
| Interlocks/conflicts | Board independence review considered ordinary-course relationships (incl. Condé Nast); amounts <1% of counterparty revenues; independence maintained |
| Related-party transactions | None requiring disclosure under Item 404(a) reported |
Expertise & Qualifications
- Skills matrix: Brand & Marketing; Entertainment/Media; Human Capital Management; Senior Leadership; Technology/E‑Commerce .
- Operational credentials: Led Spotify’s global content and advertising, more than tripling ad revenue; built digital video and content businesses at Condé Nast .
Equity Ownership
| Metric | Status |
|---|---|
| Beneficial ownership (as of Mar 17, 2025) | — (less than 1%; none reported) |
| Aggregate stock awards outstanding (12/31/2024) | 12,950 (vested but not settled RSUs; includes deferrals if any) |
| Stock ownership guideline | 5× annual cash retainer; compliance within 5 years of joining (Ms. Ostroff within compliance period) |
| Pledging/hedging | Prohibited by Insider Trading Policy; no pledged shares reported |
Governance Assessment
- Board effectiveness: Active Compensation Committee engagement (14 meetings), quarterly executive sessions, and robust stockholder outreach led by Independent Lead Director; independence affirmed for all committee members .
- Alignment and incentives: Director pay program modest and stock-weighted with deferral features and ownership guidelines; no meeting fees; charitable match capped; structure reviewed annually by independent consultant .
- Conflicts and red flags: No related-party transactions; independence affirmed despite ordinary-course relationships; hedging/pledging banned; outside-board limits enforced. No attendance issues disclosed for 2024 .
- Compensation oversight signal: As a Compensation Committee member and signatory to the CD&A inclusion, Ms. Ostroff participates in oversight of executive pay structures featuring clawbacks, double-trigger change-in-control, and no excise tax gross-ups; recent “Say-on-Pay” support exceeded 98% of votes cast, indicating investor confidence in pay programs .