Diana Ferguson

About Diana Ferguson

Independent director of Mattel since 2020; age 62. Chairs the Audit Committee and serves on the Executive Committee; designated as an Audit Committee Financial Expert. Background includes CFO and senior finance roles in consumer products and investment firms, with extensive board experience at public companies. Independent under Nasdaq and Mattel standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Scarlett Investments, LLC	Principal	Aug 2013 – present	Private investment and consulting; strategic finance oversight.
Cleveland Avenue LLC	Chief Financial Officer	Sep 2015 – Dec 2020	CFO for venture capital/consulting firm; finance, controls, reporting.
The Folgers Coffee Company (Procter & Gamble)	SVP & Chief Financial Officer	Apr 2008 – Nov 2008	Division CFO; consumer products finance.
Merisant Worldwide, Inc.	EVP & Chief Financial Officer	2007 – 2008	Global finance leadership; accounting, reporting.
Sara Lee Corporation	SVP & CFO, Foodservice; SVP Strategy & Corp Dev; VP & Treasurer	2001 – 2007	Corporate finance, strategy, treasury.

External Roles

Organization	Role	Since	Notes
Gartner, Inc.	Director	2021	Current public company board.
Sally Beauty Holdings, Inc.	Director	2019	Current public company board.
Invacare Corporation	Director	2018 – 2022	Prior public board.
Frontier Communications Corporation	Director	2014 – 2021	Prior public board.
Chicago Botanic Gardens	Director	2021	Nonprofit governance.
Groton School	Trustee	2015 – 2024	Nonprofit governance.

Board Governance

Committee	Role	Meetings in 2024	Notes
Audit Committee	Chair; member	13	All members, including Ferguson, qualify as “audit committee financial experts”; oversight includes financial reporting, audit, compliance, cybersecurity.
Executive Committee	Member	0	Executive Committee did not meet in 2024.
Board of Directors	Director	5 (Board meetings)	No incumbent director attended less than 75% of Board and applicable committee meetings.

Independence: Board affirmatively determined Diana Ferguson is independent under Nasdaq and Mattel standards.
Audit Committee Financial Expert: Designated in proxy; Board notes all Audit members qualify.
Board limits on outside public boards: Max four; all nominees (including Ferguson) in compliance.

Fixed Compensation (Non-Employee Director – 2024)

Component	Amount (USD)	Detail
Annual cash retainer	$110,000	Retainer-only cash program (no meeting fees).
Audit Committee Chair retainer	$20,000	Additional cash retainer for Audit/Compensation Chairs.
Audit Committee member retainer	$10,000	Additional cash retainer for Audit members (including Chair).
Total fees earned (cash)	$140,000	Reported in Director Compensation Table.

Program features:

Retainer-only, slightly weighted toward stock; immediate vesting of RSUs; robust stock ownership guidelines; flexible deferrals; no major perquisites beyond modest charitable match.
Expense reimbursement for Board business travel; not considered perquisites.

Performance Compensation (Equity – Non-Employee Director 2024)

Equity Award Type	Grant Date	Units	Grant Date Fair Value (USD)	Vesting/Settlement	Dividend Equivalents
Deferred vested RSUs (annual)	May 29, 2024	9,972	$175,009	RSUs vest immediately; shares typically settled on the earlier of the 3rd anniversary of grant or separation.	RSUs have dividend equivalent rights paid in cash until settlement; if deferred into DCP, dividends are deferred as stock equivalents.

Deferral: Directors may defer RSU shares and cash retainers under the Director Deferred Compensation Plan (DCP).

Other Directorships & Interlocks

Company	Relationship to Mattel	Potential Interlock/Conflict Disclosure
Gartner, Inc.; Sally Beauty Holdings, Inc.	External boards	No related-party transactions requiring disclosure; Board maintains Related Party Transactions Policy.

Related-party transactions: Mattel reports none current/proposed involving directors, officers, >5% holders, or immediate family members.

Expertise & Qualifications

Finance, accounting, and financial reporting; senior leadership; human capital; industry; international operations; supply chain.
Former CFO roles across consumer products and investment firms; extensive public company board experience.

Equity Ownership

Metric	Value	Notes
Beneficial ownership (shares)	18,957	As of March 17, 2025; <1% of outstanding shares; none pledged.
Aggregate stock awards outstanding	25,409	Vested but not settled RSUs and DCP deferrals as of Dec 31, 2024.
Director DCP Mattel stock equivalents	6,843	Aggregate as of Dec 31, 2024.
Ownership guidelines	5x annual cash retainer	Must be met within 5 years of joining the Board.
Compliance status	In compliance	All Board members met guidelines except certain newer directors; Ferguson joined in 2020 and is within compliance.
Hedging/Pledging	Prohibited	No hedging or pledging permitted for Board members.

Governance Assessment

Ferguson strengthens audit oversight: As Audit Chair, she led a highly active committee (13 meetings) overseeing financial reporting quality, auditor independence, internal audit, compliance, and cybersecurity—key to investor confidence in controls and disclosures.
Independence and attendance: Independent under Nasdaq and Mattel standards; Board reports no director fell below 75% attendance, supporting engagement standards.
Alignment via equity and ownership: Standard annual RSU grant ($175,009; 9,972 units) with immediate vesting but deferred settlement promotes longer-term alignment; she meets stock ownership guidelines and holds deferred RSUs/stock equivalents.
Conflicts/related-party exposure: No related-party transactions disclosed; outside board service within Mattel’s limits (≤4 public boards), reducing overboarding risk.
Program safeguards: Company-wide governance practices include prohibition on hedging/pledging and use of director stock ownership guidelines; executive compensation received strong say‑on‑pay support (98%), reflecting investor alignment with governance approach.
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or pay anomalies for directors.