Dominic Ng
Director at MAT
Board
About Dominic Ng
Dominic Ng, 66, is an independent director of Mattel (MAT) who has served on the Board since 2006. He chairs the Finance Committee and serves on the Audit Committee and Executive Committee; he is designated an Audit Committee Financial Expert. Outside Mattel, he is Chairman and CEO of East West Bancorp, bringing deep finance, accounting, and Asia-focused operating expertise that align with Mattel’s capital allocation and supply-chain footprint. Independence has been affirmatively determined under Nasdaq and Mattel standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East West Bancorp, Inc. / East West Bank | Chairman & CEO; previously President & CEO | Chairman & CEO since 1998; President & CEO 1992–1998 | Transformed the bank from a small S&L to a large, full-service commercial bank; global operations and finance expertise relevant to Mattel’s Asia manufacturing and capital markets . |
| Seyen Investment, Inc. | President | 1990–1992 | Private family investment; strategic and investment experience . |
| Deloitte & Touche LLP | Certified Public Accountant | 1980–1990 | Accounting, internal controls, and financial reporting proficiency (supports Audit Committee role) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| East West Bancorp, Inc. | Director (current) | Since 1992 | Current public company directorship . |
| PacifiCare Health Systems, Inc. | Director (former) | 2003–2005 | Prior public board . |
| ESS Technology, Inc. | Director (former) | 1998–2004 | Prior public board . |
| APEC Business Advisory Council | Chair (2023); Co-Chair (2022, 2024) | 2022–2024 | Global trade and policy exposure . |
| University of Southern California | Trustee | Since 2014 | Governance experience in academia . |
| Academy Museum of Motion Pictures | Trustee | 2018–2024 | Entertainment governance exposure . |
| Federal Reserve Bank of San Francisco – LA Branch | Director | 2005–2011 | Regulatory and risk oversight background . |
Board Governance
- Committee assignments and leadership: Finance Committee Chair (5 meetings in 2024), Audit Committee member (13 meetings in 2024), Executive Committee member (no meetings in 2024); designated Audit Committee Financial Expert .
- Independence: The Board determined Mr. Ng is independent; all committee members of Audit, Compensation, and Governance & Social Responsibility are independent .
- Attendance: In 2024, the Board met 5 times; no incumbent director attended less than 75% of Board and applicable committee meetings .
- Board practices: Quarterly executive sessions of independent directors without management; strong lead independent director structure and governance practices .
Fixed Compensation
| Component (2024) | Amount ($) | Structure/Notes |
|---|---|---|
| Annual cash retainer | 110,000 | Standard non-employee director cash retainer (raised from $105k to $110k in 2024) . |
| Finance Committee Chair fee | 15,000 | Chair retainer level . |
| Audit Committee member retainer | 10,000 | Member retainer (including Chair) . |
| Subtotal cash actually paid (Ng) | 135,000 | Matches “Fees Earned or Paid in Cash” for 2024 . |
| Annual stock grant (deferred vested RSUs) | 175,009 | Fixed-value award; intended value $175,000; 9,972 RSUs granted on May 29, 2024 . |
| All other compensation | 15,000 | Mattel Children’s Foundation recommended/matching grants program . |
| Total (Ng) | 325,009 | Reported 2024 director compensation total . |
- Program design highlights: Retainer-only cash (no meeting fees), slightly stock-weighted mix, immediate vesting of RSUs with deferred settlement, robust ownership guidelines, and flexible deferral provisions (Director DCP) .
Performance Compensation
| Performance Metric | Weighting | Target/Threshold Detail | Payout Basis |
|---|---|---|---|
| None for non-employee directors | — | Directors receive fixed-value RSUs (no performance conditions); equity vests immediately but settles later | Compensation not contingent on financial/TSR metrics for directors . |
Note: Performance-conditioned metrics (MIP, LTIP) apply to executives, not to non-employee directors .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| East West Bancorp, Inc. (current) | Director; Chairman & CEO | Banking relationship could theoretically create related-party exposure; however, Mattel reported no related party transactions requiring disclosure and affirmed Ng’s independence . |
| PacifiCare Health Systems, Inc. (former) | Director | No current interlock . |
| ESS Technology, Inc. (former) | Director | No current interlock . |
- Outside board limit compliance: All director nominees comply with Mattel’s limit of no more than four public company boards (additional limit for sitting executives); directors inform the Governance & Social Responsibility Committee before accepting other public boards .
Expertise & Qualifications
- Finance and accounting (CPA; Deloitte alumnus), complex internal controls and financial reporting—supports Audit Committee oversight and “financial expert” designation .
- Capital allocation, M&A, and third-party financial risk oversight—aligned with Finance Committee purview as Chair .
- International/Asia operating experience—relevant to Mattel’s manufacturing presence and supply-chain .
- Senior leadership and governance experience across public, regulatory, and non-profit institutions .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 9,500 shares | “Percent Owned” <1%; none of the listed shares are pledged . |
| Aggregate stock awards outstanding (Dec 31, 2024) | 108,020 units | Vested but not settled RSUs and deferred RSUs . |
| Director DCP Mattel stock equivalents (Dec 31, 2024) | 187,177 units | Includes deferred RSU shares and stock equivalents . |
| Ownership guidelines | 5x annual cash retainer | All Board members met guidelines except three newer directors (Ng meets) . |
| Hedging/Pledging | Not permitted | Policy prohibits hedging/pledging by Board members, officers, employees . |
Governance Assessment
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Strengths:
- Independent, long-tenured director with deep finance and banking expertise; Audit Committee Financial Expert; Finance Chair overseeing capital allocation, M&A, and third-party financial risk .
- High engagement standards: Board held 5 meetings in 2024; no director fell below 75% attendance; quarterly executive sessions bolster independent oversight .
- Alignment: Stock-weighted director pay program; significant deferred equity holdings; robust director ownership guidelines met; no hedging/pledging .
- Independence and conflicts: Board affirmed independence; no related party transactions requiring disclosure .
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Watch items:
- As an active bank CEO and Mattel’s Finance Chair, continued monitoring for any banking relationships with Mattel remains prudent; current disclosures indicate no related party transactions and independence intact .
- Time commitments appear within Board policy limits; remains compliant with outside board caps .
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Investor sentiment: Mattel’s say-on-pay received over 98% support, indicating broad investor confidence in governance and pay practices (director program aligned with best practices) .