Jonathan Anschell
Executive Vice President, Chief Legal Officer, and Secretary at MAT
Executive
About Jonathan Anschell
Executive Vice President, Chief Legal Officer, and Secretary of Mattel since January 1, 2021; age 57; previously EVP & General Counsel at ViacomCBS Media Networks and CBS (see Past Roles). Company performance context during 2024: net sales declined 1% YoY, gross margin expanded 330 bps to 50.8%, EPS rose 163% to $1.58, and free cash flow was ~$598 million, with three-year LTIP relative TSR for 2022–2024 at the 20th percentile of the S&P 500 constituents .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ViacomCBS Media Networks | EVP & General Counsel | Dec 2019–Dec 2020 | Led legal affairs for CBS entertainment/news and business/legal affairs for ViacomCBS cable networks (U.S. and international) . |
| CBS Corporation | EVP, Deputy General Counsel & Secretary | Jan 2016–Dec 2019 | Corporate governance and deputy general counsel responsibilities across CBS Corp . |
| CBS Broadcasting Inc. | EVP & General Counsel | Sep 2004–Dec 2019 | Chief legal officer for CBS Television/Broadcasting . |
| White O’Connor Curry | Partner | Pre-2004 | Litigation/entertainment law experience (Los Angeles) . |
External Roles
No public company directorships or external board roles disclosed for Anschell .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $700,000 | $750,000 | $750,000 |
| Non-Equity Incentive (MIP) ($) | — | $902,055 | $929,775 |
| Stock Awards Grant-Date Fair Value ($) | $1,137,477 | $1,430,002 | $1,400,005 |
| Option Awards Grant-Date Fair Value ($) | $162,495 | — | — |
| All Other Compensation ($) | $87,000 | $99,589 | $98,484 |
| Total Compensation ($) | $2,086,972 | $3,181,646 | $3,178,264 |
| MIP Target Bonus (% of Base) | — | — | 70% |
Performance Compensation
Annual Cash Incentive (MIP) – 2024 Design, Targets, and Outcome
| Metric | Weighting | Target | % Earned (pre-weight) | Weighted Payout |
|---|---|---|---|---|
| MIP-Adjusted EBITDA Less Capital Charge | 65% | $677 million | 200% | 130.0% |
| MIP-Adjusted Net Sales | 20% | $5,487 million | 85% | 17.1% |
| MIP-Adjusted Gross Margin | 15% | 48.6% | 200% | 30.0% |
| Total Company Earnout | — | — | — | 177.1% |
| Individual Performance Multiplier | — | — | — | 100% for Anschell |
| Total % of Target MIP Earned | — | — | — | 177.1% |
| MIP Payout ($) | — | — | — | $929,775 |
Key MIP metrics and weights: 65% MIP-Adjusted EBITDA Less Capital Charge, 20% MIP-Adjusted Net Sales, 15% MIP-Adjusted Gross Margin; earnout funded by exceeding profitability thresholds .
Long-Term Incentives (LTI)
| Component | Grant Date | Shares/Units (Target) | Grant-Date Fair Value ($) | Design & Vesting |
|---|---|---|---|---|
| Performance Units (2024–2026 LTIP) | Apr 25, 2024 | 34,983 target; 8,746 threshold; 69,966 max | $700,010 | Earnout based on 3-year cumulative Adjusted Free Cash Flow with relative TSR multiplier; payout range 0–200% of target . |
| RSUs | Apr 25, 2024 | 37,899 | $699,995 | Time-based RSUs vest 1/3 annually over 3 years (2025, 2026, 2027) . |
| 2024 Total LTI Value | — | — | $1,400,000 | Mix 50% Performance Units / 50% RSUs for NEOs . |
2022–2024 LTIP outcome (company-wide): 69% financial earnout on Adjusted FCF and 67% relative TSR multiplier (20th percentile), totaling 46% of target; Anschell earned 10,532 shares from that cycle, settled Feb 3, 2025 .
Vesting Schedules and Option Profile
- RSUs (granted 4/25/2024): 33% vests 4/24/2025, 33% vests 4/25/2026, 34% vests 4/25/2027 .
- Stock Options (Anschell): 4/29/2022 grant with $24.31 strike; 100% vests 4/29/2025; prior options from 2021 and 2021 Jan grant already exercisable; counts and expiration as shown below .
| Option Grant | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 4/29/2022 | 9,293 | 4,788 | $24.31 | 4/29/2032 |
| 8/2/2021 | 17,287 | — | $21.91 | 8/2/2031 |
| 1/29/2021 | 14,981 | — | $18.12 | 1/29/2031 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 141,253 shares; less than 1% of outstanding . |
| Breakdown (60-day) | Stock options: 46,349; RSUs: 32,433; 401(k) shares: none . |
| Unvested RSUs (examples) | 37,899 (2024 grant); 26,614 (2023 grant) . |
| Unearned PSUs (examples) | 34,983 target (2024–2026); 73,712 shown at maximum for 2023–2025 per SEC presentation . |
| Ownership Guidelines | 3x base salary; deadline 1/31/2026; NEOs either met or are within compliance period . |
| Pledging/Hedging | Prohibited by Insider Trading Policy; none of listed shares are pledged . |
| Clawback Policy | Applies to Section 16 officers for incentive comp over prior 3 fiscal years upon material restatement . |
Employment Terms
| Term | Provision |
|---|---|
| Appointment date & role | Named EVP, Chief Legal Officer, and Secretary effective Jan 1, 2021 . |
| Severance Plan | Amended & Restated Executive Severance Plan B; involuntary termination benefits equal to 1x salary + target bonus for Anschell (12 months severance period) . |
| Change-in-Control (CIC) | Double-trigger; 2x salary+target bonus lump sum; full acceleration of equity granted on/after eligibility date (performance awards vest at greater of target or actual) . |
| Non-compete / Non-solicit | Post-employment covenants required to receive severance (protect confidential info; no employment with competitor; non-solicit; non-disparagement) . |
| Tax Gross-ups | No excise tax gross-ups under severance plan; perquisites generally no tax gross-ups . |
| Insider Trading / Pledging | No hedging/pledging permitted for officers . |
Estimated potential payments (as of 12/31/2024):
| Trigger | Severance ($) | Current Year Bonus ($) | Performance Units ($) | Equity Acceleration ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Change of Control (no termination) | — | 929,775 | — | — | — | 929,775 |
| Involuntary Termination | 1,275,000 | 929,775 | 788,010 | 308,183 | 72,676 | 3,373,644 |
| CIC Termination | 2,550,000 | 929,775 | 1,686,176 | 1,264,716 | 95,353 | 6,526,020 |
Performance & Track Record
- 2024 individual performance assessment emphasized his leadership in: providing expert counsel and strategic guidance to the Board/management on commercial, litigation, and regulatory matters; optimizing and enhancing in-house capabilities for key legal functions; and implementing solutions to support expansion of direct-to-consumer capabilities .
Compensation Committee & Peer Group Context
- Governance practices: clawback policy; double-trigger CIC vesting; no excise tax gross-ups; robust stock ownership guidelines (CEO 6x, CFO 4x, other NEOs 3x); no hedging/pledging; no option repricings without shareholder approval .
- Peer group used for NEO benchmarking included 19 companies across consumer, media, gaming (e.g., Hasbro, EA, Warner Music Group); Mattel’s revenue at 24th percentile and 8-quarter average market cap at 35th percentile at time of review .
Say-on-Pay & Shareholder Feedback
- Most recent Say-on-Pay support: over 98% of votes cast; active investor engagement led by Independent Lead Director, including discussion of CEO retention grant structure (stock price hurdles and relative TSR) .
Investment Implications
- Compensation alignment: Anschell’s pay mix is balanced toward performance-linked equity (50% Performance Units tied to Adjusted FCF and relative TSR; 50% RSUs), and 2024 cash bonus reflected strong profitability execution (177.1% company earnout; 100% individual multiplier) . This structure reduces discretionary risk and links rewards to cash generation and market-relative performance.
- Retention and selling pressure: Upcoming RSU vesting tranches through 2027 and options vesting in 2025 could create episodic liquidity events, but hedging/pledging is prohibited and stock ownership guidelines enforce ongoing alignment (3x salary, deadline 1/31/2026) . No pledged shares reported .
- Downside/exit protections: Double-trigger CIC economics (2x cash, full equity acceleration) and 1x severance on involuntary termination, combined with clawback and non-compete provisions, balance retention with governance safeguards . Company-level three-year LTIP payout at 46% (below target) and relative TSR at 20th percentile temper upside and highlight execution risk on stock performance versus peers .
- Overall: Pay-for-performance design, firm governance (no tax gross-ups, no hedging/pledging), and clear severance/CIC terms suggest disciplined compensation aligned to shareholder value drivers. Monitoring RSU vest dates (liquidity), LTIP target progress (Adjusted FCF, TSR), and legal/regulatory outcomes led by Anschell can inform near-term trading signals and longer-term alignment assessments .