Karen Ancira

About Karen Ancira

Karen Ancira, 43, is Executive Vice President and Chief People Officer at Mattel (MAT) since May 2024. She leads global People & Culture after senior HR roles at KFC across the US, South Pacific, Latin America/Caribbean, and UK/Ireland, and earlier HR leadership at PepsiCo in Monterrey, Mexico . Company performance framing her compensation program: 2024 net sales -1% YoY, gross margin expanded 330 bps to 50.8%, EPS rose to $1.58, and free cash flow was ~$598 million; TSR for a $100 investment stood at $131 vs $194 for the S&P 500 Consumer Discretionary peer index .

Past Roles

External Roles

No external directorships or public company board roles are disclosed for Ancira in Mattel’s executive officer section of the 2025 Proxy Statement .

Performance Compensation

Mattel’s executive incentive design applies to EVPs and above and emphasizes pay-for-performance via annual cash MIP and stock-based LTIs .

• 2024 MIP design and targets (company-level):

  • Performance measures and weightings: 65% MIP-Adjusted EBITDA Less Capital Charge; 20% MIP-Adjusted Net Sales; 15% MIP-Adjusted Gross Margin .
  • Targets and bands:
    • MIP-Adjusted EBITDA Less Capital Charge target $677 million; band ±$120 million .
    • MIP-Adjusted Net Sales target $5,487 million; band ±5% .
    • MIP-Adjusted Gross Margin target 48.6%; band ±125 bps .
  • 2024 outcomes and payout factors:

    Metric	Weighting	Target	Payout Earned (% of target)
    MIP-Adjusted EBITDA Less Capital Charge	65%	$677m	200%
    MIP-Adjusted Net Sales	20%	$5,487m	85%
    MIP-Adjusted Gross Margin	15%	48.6%	200%
    Total Company Financial Earnout	—	—	177.1%

  • Individual Performance Multiplier (0–125%) layered on company earnout for executives; NEO multipliers ranged 100–125%, CEO 110% in 2024 .

• LTIs and vesting:

  • Performance Units (PUs): three-year cumulative Adjusted Free Cash Flow with a relative TSR multiplier vs S&P 500; payout range 25–200% of target, dividend equivalents accrue only if earned .
  • RSUs: vest 1/3 annually over three years; no dividend equivalents .
  • Change-of-control treatment: double-trigger accelerations or settlement depending on award type and whether a Qualifying Replacement Award is provided; performance awards settle based on greater of pro-rated target or actual performance if not replaced .

Equity Ownership & Alignment

• Stock ownership guidelines apply to executives at EVP and above with five-year compliance periods; executives must retain 100% of after-tax shares from grants until compliant. Guidelines are set as multiples of base salary; Mattel highlights 6x for CEO, 4x for CFO, and 3x for other NEOs as benchmark levels, and applies guidelines to EVPs and above with compliance tracking .
• No hedging or pledging permitted for Board members, officers, or employees under the Insider Trading Policy (also prohibits holding Mattel shares in margin accounts) .
• Clawback coverage: Section 16 officers and EVPs and above are subject to clawback of incentive compensation upon material financial restatement; plan-level recoupment provisions also allow termination/recapture in cases of competitive or IP misconduct .

Employment Terms

• Severance and change-of-control economics for EVPs and above under the Amended & Restated Executive Severance Plan:
  • Involuntary termination (without cause/for good reason, non-CoC): cash severance equals a tier-based multiple of base salary + target bonus (tiers range up to 2x; paid over 12–24 months), pro-rated MIP (based on actual), pro-rata vesting for equity awards granted post-eligibility (time-based accelerate, performance-based vest based on actual), continued health & welfare and up to $50,000 outplacement .
  • Double-trigger (termination within two years post-CoC): cash severance equals 2x base salary + target bonus lump sum; pro-rated target MIP; full acceleration of equity granted post-eligibility; extended option exercise periods; continued health & welfare and up to $50,000 outplacement; no excise tax gross-ups (cut-back or pay tax) .
  • Post-employment covenants required for benefits: confidentiality, non-compete, non-solicit, and non-disparagement, plus general release; non-compete and non-solicit provisions apply as specified .
• Equity grant process for EVPs and above: annual grants approved by Compensation Committee; off-cycle/new-hire grants for EVPs have grant date set to the last trading day of the month of hire or approval; no option repricing without shareholder approval .

Investment Implications

• Strong pay-for-performance alignment: 2024 MIP paid at 177.1% on profitability and margin outperformance, indicating executives’ cash incentives are tied to profit, margin expansion, and working capital discipline; PUs tie three-year FCF and relative TSR, reinforcing multi-year value creation focus .
• Retention risk mitigants: five-year ownership compliance window with share retention, hedging/pledging ban, robust clawback, and double-trigger CoC protections create balanced alignment with shareholder interests while reducing near-term selling/pledging pressures .
• Governance quality: Compensation Committee oversight with independent consultant FW Cook, clear peer benchmarking, and >98% say-on-pay support in 2024 signal investor acceptance of program design, which should reduce compensation-related controversy risk while Ancira’s package operates within these frameworks .