Judy Olian
Director at MAT
Board
About Judy Olian
Independent director of Mattel since 2018, Dr. Judy Olian is President of Quinnipiac University and former Dean of the UCLA Anderson School of Management, bringing expertise in leadership, human capital, top management teams, and strategy; she is age 73 per the 2025 proxy and currently chairs Mattel’s Compensation Committee while also serving on the Governance & Social Responsibility and Executive Committees . She previously served as Dean of Penn State’s Smeal College of Business and held faculty and leadership roles at the University of Maryland, and also worked as a management consultant and chaired AACSB International . The Board has affirmatively determined she is independent under Nasdaq and Mattel standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quinnipiac University | President | Since July 2018 | University leadership; external civic/education roles noted below |
| UCLA Anderson School of Management | Dean & John E. Anderson Chair | Jan 2006 – July 2018 | Led major business school; chaired Loeb Awards (2006–2018) |
| Penn State Smeal College of Business | Dean | Prior to UCLA role | Business school leadership |
| University of Maryland | Faculty & leadership roles | Prior | Academic leadership |
| AACSB International | Chair | Prior | Led premier global accrediting body for business schools |
External Roles
| Organization | Role | Since/Period | Notes |
|---|---|---|---|
| Ares Management Corporation | Director (public company) | Since 2014 | Current public company directorship |
| United Therapeutics Corp. | Director (public company) | Since 2015 | Current public company directorship |
| Hartford Healthcare System | Director | Since 2022 | Nonprofit healthcare governance |
| AdvanceCT | Board Co‑Chair | Since 2023 | Appointed by CT Governor |
| Knight Commission on Intercollegiate Athletics | Commission member | Since 2023 | Sports governance |
| CT Governor’s Workforce Commission | Member | Since 2020 | State economic/workforce policy |
| New Haven Promise | Member | Since 2024 | Education/community engagement |
| Catalyst Inc. | Advisory Board Member | 2011 – 2021 | Workplace inclusion advisory |
| UCLA Technology Development Corp. | Director | 2014 – 2018 | Technology commercialization |
Board Governance
- Committee assignments (2025 proxy): Chair, Compensation Committee; Member, Governance & Social Responsibility Committee; Member, Executive Committee .
- Committee activity (2024): Compensation met 14 times; Governance & Social Responsibility met 6 times; Executive Committee held 0 meetings in 2024 .
- Independence: Board determined Dr. Olian and all relevant committee members meet Nasdaq and Mattel independence standards; Compensation Committee members qualify as “non-employee directors” under Exchange Act Rule 16b-3 .
- Attendance: Board held 5 meetings in 2024; no incumbent director attended less than 75% of aggregate Board and applicable committee meetings; 8 of 11 directors attended the 2024 annual meeting .
- Executive sessions: The Board holds quarterly executive sessions without management present .
| 2024 Committee Work | Members (2024) | Meetings | Independence/Notes |
|---|---|---|---|
| Compensation | Dr. Judy Olian (Chair), Roger Lynch, Dawn Ostroff | 14 | All members independent; meets in executive session at least annually without CEO |
| Governance & Social Responsibility | Prof. Noreena Hertz (Chair), Adriana Cisneros, Julius Genachowski, Dr. Judy Olian | 6 | All members independent |
| Executive | Lynch (Chair), Ferguson, Hertz, Olian, Ng | 0 | May exercise Board powers between meetings |
Fixed Compensation (Non‑Employee Director Pay)
| Element | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $110,000 (effective 2024) | |
| Chair retainer – Audit & Compensation | $20,000 | |
| Chair retainer – Executive, Finance, Governance & Social Responsibility | $15,000 | |
| Audit Committee member retainer (including Chair) | $10,000 | |
| Meeting fees | None (retainer-only structure) | |
| Annual equity grant (RSUs) | $175,000 intended fixed value; 9,972 RSUs granted May 29, 2024 |
| 2024 Director Compensation (Olian) | Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Dr. Judy Olian | 136,667 | 175,009 | 15,000 | 326,676 |
| Notes | Pro‑rated Chair retainer upon appointment Feb 5, 2024; RSU grant-date fair value per ASC 718 | RSU grant of 9,972 units on May 29, 2024; immediate vesting; deferrable under DCP | Charitable matching/grants via Mattel Children’s Foundation program | |
| Sources |
Independent consultant review: FW Cook concluded in May 2024 that director compensation was slightly below peer median; Board approved increases of $10,000 to equity grant value (to $175,000) and $5,000 to cash retainer (to $110,000) .
Performance Compensation (Structure and Metrics)
- Non‑employee director compensation is not performance‑based; equity is delivered as full‑value RSUs with immediate vesting (intended fixed value), which the company states “avoids entrenchment” .
- RSUs settle on the earlier of the third anniversary of grant or board service end; dividend equivalents are paid in cash pre‑settlement; directors may elect to defer RSU share delivery via the Director DCP .
| Performance Metric | Applies to Director Pay? | Design Details |
|---|---|---|
| Financial/TSR/ESG metrics | No | Annual RSU grants are fixed‑value, time‑based; no performance conditions |
| Settlement/deferral | N/A (time‑based RSUs) | Settle at earlier of 3 years or service end; optional deferral under DCP; dividend equivalents accrue |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Ares Management Corporation | Public | Director | No related‑party transactions requiring disclosure; Board independence affirmed |
| United Therapeutics Corp. | Public | Director | No related‑party transactions requiring disclosure; Board independence affirmed |
- Related‑party transactions: Company reports none current or proposed requiring disclosure under Item 404(a); related‑party transactions are governed by a written policy overseen by the Audit Committee .
Expertise & Qualifications
| Category | Details |
|---|---|
| Leadership and strategy | President of Quinnipiac; former Dean of UCLA Anderson and Penn State Smeal; extensive board and nonprofit leadership |
| Functional expertise | Human capital management; top management teams; management strategy |
| Board skills matrix | Corporate Citizenship; Finance/Accounting; Human Capital Management; International/Global Ops; Senior Leadership |
| Independence | Determined independent by the Board; also independent for Compensation and Governance committees |
Equity Ownership
| Item | Amount/Status | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 43,861 | Mar 17, 2025 | Less than 1% of outstanding; none of the listed shares are pledged |
| RSU/stock awards outstanding (aggregate) | 25,409 | Dec 31, 2024 | Vested but not settled RSUs and any DCP deferrals; no director stock options outstanding |
| Options (exercisable/unexercisable) | None outstanding | Dec 31, 2024 | Directors held no stock option awards as of year‑end 2024 |
| Stock ownership guideline | 5x annual cash retainer within five years | Policy | Valued at greater of acquisition or current market; DCP stock equivalents receive credit |
| Compliance with guideline | In compliance (Board states all met except three recent joiners: Hertz, Genachowski, Ostroff) | Dec 31, 2024 | Olian joined in 2018; therefore not among exceptions |
Governance Assessment
-
Strengths
- Independence and workload discipline: Independent director; Compensation Chair and Governance/Executive member; Board confirms independence across committees; no related‑party transactions disclosed .
- Engagement: Compensation Committee met 14 times in 2024 and meets in executive session without the CEO; Board holds quarterly executive sessions; no director fell below the 75% attendance threshold .
- Alignment: Robust director ownership guideline (5x cash retainer) with Board‑wide compliance excluding new joiners; Olian’s beneficial ownership and RSU holdings indicate material equity alignment; no pledging of her shares .
- Pay structure: Retainer‑only cash, fixed‑value RSUs, no meeting fees; external review by FW Cook with measured adjustments, aligned with stated best practices .
-
Watch items / potential risks
- Outside commitments: Concurrent public company directorships at Ares Management and United Therapeutics increase time commitments; however, Board attendance thresholds were met and independence affirmed; continue to monitor workload during peak calendar periods .
- Equity design: RSUs vest immediately and are time‑based (not performance‑conditioned); while common for directors and designed to “avoid entrenchment,” some investors prefer longer vesting or post‑vest holding for enhanced alignment .
-
RED FLAGS
- None observed: No related‑party dealings disclosed; no pledged shares; directors held no stock options; attendance thresholds satisfied .
Compensation Committee Report: The committee (Olian, Chair; Lynch; Ostroff) reviewed the CD&A and recommended its inclusion in the 2025 proxy and incorporation into the 2024 Form 10‑K (dated March 19, 2025) .