Julius Genachowski
Director at MAT
Board
About Julius Genachowski
Julius Genachowski, age 62, has served as an independent director of Mattel since 2024, bringing deep technology, media, telecom, and policy expertise, including cybersecurity, consumer protection, and privacy, as well as risk oversight and corporate governance experience; he serves on Mattel’s Audit Committee and Governance & Social Responsibility Committee and is designated an Audit Committee Financial Expert . His prior roles include FCC Chairman (2009–2013), senior executive roles at IAC, and legal clerkships at the U.S. Supreme Court; he also held investing and advisory roles at The Carlyle Group, enhancing his finance and risk credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Senior Advisor | Since 2024 | Strategic guidance; former Partner & Managing Director (2014–2023) adds investing and risk oversight experience |
| U.S. Federal Communications Commission | Chairman; Chief Counsel to the Chairman | Chairman 2009–2013; Chief Counsel 1994–1997 | Led national communications policy; oversight of digital communications, cybersecurity, consumer protection, and privacy |
| IAC Inc. (IAC/InterActiveCorp) | Member of Office of the Chairman; Chief of Business Operations; General Counsel; other roles | 1997–2005 | Operational, legal, and corporate governance expertise across digital media brands |
| Supreme Court of the United States | Law Clerk to Justice David H. Souter; Law Clerk to Justice William J. Brennan, Jr. | 1993–1994; 1992–1993 | High-level legal analysis; foundational governance and compliance perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mastercard Incorporated | Director | Since June 2014 | Current public company directorship |
| Sonos, Inc. | Director | Since September 2013 | Current public company directorship |
| Hexaware Technologies Limited | Director | Since November 2021 | Current public company directorship |
| Sprint Corporation | Director | August 2015 – April 2020 | Prior public company directorship |
| President’s Intelligence Advisory Board | Member | 2014–2017 | Advisory role in national intelligence |
| Harvard Law School / Harvard Business School | Visiting Professor / Visiting Scholar | 2013 | Academic leadership and thought capital |
| President-Elect Obama’s Transition Board | Member | 2008 | Executive branch transition work |
Board Governance
- Independence: The Board affirmatively determined Mr. Genachowski is independent under Mattel and Nasdaq standards; all members of the Audit, Compensation, and Governance & Social Responsibility Committees are independent .
- Committee Assignments: Audit Committee (13 meetings in 2024) and Governance & Social Responsibility Committee (6 meetings in 2024); designated Audit Committee Financial Expert .
- Attendance: The Board held five meetings in 2024; no incumbent director attended less than 75% of Board and applicable Committee meetings during their service period .
- Board Process: Robust annual Board and Committee evaluations, quarterly executive sessions without management, and limits on outside boards embedded in guidelines (reviewed annually) .
- Lead Independent Director: Roger Lynch served as ILD in 2024, with enumerated responsibilities (agendas, schedules, executive sessions, stockholder engagement) enhancing independent oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $158,333 | Includes pro-rata cash retainer from appointment on Feb 5, 2024, and pro-rata Audit Committee retainer; Mattel pays retainers shortly after annual meeting |
| Annual Cash Retainer (Program) | $110,000 | 2024 program value; increased from $105,000 after FW Cook review |
| Audit Committee Member Retainer | $10,000 | Applies to members including Mr. Genachowski; pro-rated upon appointment |
| Meeting Fees | None | Retainer-only cash compensation; no meeting fees |
Performance Compensation
| Grant Type | Grant Date | RSUs (#) | Grant-Date Fair Value | Vesting/Settlement | Dividend Equivalents |
|---|---|---|---|---|---|
| Annual RSU Grant | May 29, 2024 | 9,972 | $175,009 | RSUs vest immediately; shares typically settled at earlier of third anniversary or cessation of Board service; directors may elect deferral under Director DCP | |
| Pro-Rata RSU (upon appointment) | Feb 5, 2024 | 2,978 | $55,003 | Same vesting/settlement as annual grant; issued due to Feb 5, 2024 appointment | |
| Total Stock Awards (2024) | — | — | $230,012 | 2024 total fair value in director comp table | |
| Performance Metrics Tied to Director Equity | N/A | — | — | Director RSUs are fixed-value awards, not performance-conditioned | |
| RSU Dividend Equivalents | Ongoing | — | — | Cash equal to dividends paid prior to settlement; deferred if RSUs are deferred under Director DCP |
Other Directorships & Interlocks
| Company | Overlap/Interlock Potential | Notes |
|---|---|---|
| Mastercard, Sonos, Hexaware | Vendor/customer/competitor interlocks not disclosed | Board considered ordinary course commercial relationships of Board members’ employers; aggregate annual amounts <1% of the counterparties’ revenues and determined none impair independence . |
| Related Party Transactions | None requiring disclosure | Audit Committee oversees related party policy; no current or proposed related party transactions requiring disclosure as of proxy . |
Expertise & Qualifications
- Technology, Media, Telecom leadership; policy acumen in internet/digital communications; cybersecurity, consumer protection, privacy; finance and investor experience; corporate governance and risk oversight .
- Senior executive and regulatory leadership (FCC Chair), multi-industry operational expertise (IAC), and top-tier legal experience (U.S. Supreme Court clerkships) .
- Audit Committee Financial Expert designation supports robust financial reporting oversight .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | — shares; less than 1% of outstanding |
| RSUs Outstanding (vested but not settled; incl. deferred RSUs) | 12,950 units (aggregate stock awards outstanding as of Dec 31, 2024) |
| Stock Options | None outstanding |
| Shares Pledged | None; per Insider Trading Policy |
| Ownership Guidelines | Must attain stock ownership equal to 5x annual cash retainer within five years of joining Board |
| Compliance Status | Not yet met; within five-year compliance period (joined 2024) |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Governance & Social Responsibility) with high meeting cadence (13 and 6 respectively) indicates engagement; Audit Committee Financial Expert designation enhances investor confidence in financial oversight .
- Attendance: Board held five meetings in 2024; all directors met at least the 75% attendance threshold, indicating consistent participation .
- Alignment: Director pay is retainer-only (no meeting fees) and slightly weighted to stock; RSUs are fixed-value, immediately vesting with deferred settlement and dividend equivalents, supporting alignment without entrenchment; FW Cook’s review aligned program to peer median and best practices .
- Ownership: RSUs outstanding (12,950) with no beneficial ownership counted due to settlement features; within five-year window to reach 5x retainer ownership guideline; no pledging—positive from a risk lens .
- Conflicts/Related Parties: No related party transactions requiring disclosure; independence determinations considered outside relationships and found non-material (<1% revenue); ongoing policy and process oversight by Audit Committee .
- Monitoring Items: Holds three current public company directorships (Mastercard, Sonos, Hexaware) in addition to Mattel; Board annually reviews outside commitments—no adverse independence or attendance signals disclosed, but monitor board load over time .
RED FLAGS: None disclosed regarding related parties, hedging/pledging, option repricing, or attendance shortfalls; ownership guideline not yet met but within mandated five-year compliance period (typical for new directors) .