Noreena Hertz
Director at MAT
Board
About Noreena Hertz
Prof. Noreena Hertz (age 57) has served on Mattel’s Board since 2023. She chairs the Governance and Social Responsibility Committee and sits on the Executive Committee, bringing expertise in strategy, decision-making, sustainability, and global economic/technology risk from senior academic posts at UCL, University of Amsterdam, and Cambridge, and as an adviser to companies and governments worldwide . The Board has affirmatively determined she is independent under Nasdaq and Mattel standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University College London | Visiting Professor, Institute for Global Prosperity; Honorary Professor | 2016–present; 2013–present | Research focus on AI, decision-making, risk, sustainability |
| University of Amsterdam | Professor of Globalisation, Sustainability, and Finance | 2009–2013 | Academic leadership; global policy/finance research |
| University of Cambridge | Associate Director, Centre for International Business and Management | 2003–2013 | Strategy/policy advisory; M&A and intelligence research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Warner Music Group Corp. | Director | 2014–2016; 2017–present | Current public company directorship |
| Workhuman (Globoforce Limited) | Director | Since Apr 2022 | Private company board role |
| Multiple advisory/trustee roles | Member/Trustee (RWE AG Digital Transformation Board; Inclusive Capitalism Taskforce; Edelman Europe Advisory Board; Citigroup Politics & Economics GAB; Inspiring Girls International) | Various | Strategy, sustainability, and governance engagement |
Board Governance
- Committee assignments: Chair, Governance & Social Responsibility; Member, Executive Committee .
- Independence: Board determined Hertz is independent; all members of Governance & Social Responsibility are independent .
- Attendance: Board met five times in 2024; no incumbent director attended less than 75% of meetings and committee meetings on which they served .
- Engagement: Board conducts quarterly executive sessions without management present; robust Lead Independent Director responsibilities and investor engagement program .
- Governance & SR responsibilities include board nominations, leadership structure reviews, board evaluations (led by the committee chair), oversight of sustainability/corporate citizenship and related risk .
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $110,000 | Standard director cash retainer |
| Chair retainer (Governance & Social Responsibility) | $15,000 | Additional annual cash for chair role (pro-rated from Feb 5, 2024) |
| Audit Committee member retainer | N/A | Not an Audit Committee member |
| Fees earned in cash (Hertz, 2024) | $130,000 | Reported total cash fees for 2024 |
| RSU annual grant value | $175,000 | Fixed-value annual stock grant |
| Stock awards (Hertz, 2024 FV) | $175,009 | Grant-date fair value |
| Other compensation (charitable matching) | $7,500 | Mattel Children’s Foundation recommended/matching grants |
| Total (Hertz, 2024) | $312,509 | Sum of cash, stock awards, other comp |
Key program terms:
- Non-employee directors receive retainer-only cash; total mix slightly weighted to stock; immediate vesting RSUs with settlement at the earlier of 3 years or board departure; dividend equivalents; optional deferral via Director DCP .
Performance Compensation
| Metric Area | Structure | 2024 Disclosure for Directors |
|---|---|---|
| Performance-linked components | None for directors | Director equity delivered as fixed-value RSUs; no performance metrics, options, or PSUs for directors |
Other Directorships & Interlocks
| Entity | Relationship | Interlock Detail | Potential Implication |
|---|---|---|---|
| Warner Music Group Corp. | Hertz is a director | Mattel’s Chairman & CEO, Ynon Kreiz, is also a WMG director | Shared external board may increase information flow; Board confirms independence and reviews outside relationships; no related-party transactions requiring disclosure . |
Expertise & Qualifications
- Skills matrix highlights: Corporate citizenship, entertainment/media, finance/accounting/financial reporting, industry, technology/e-commerce .
- Qualifications: Advises global organizations on strategy, risk, sustainability; best-selling author; senior academic roles with research in AI, decision-making, and risk .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Aggregate stock awards outstanding (vested but not settled RSUs and deferrals) | 20,774 | Dec 31, 2024 | As reported in proxy |
| Form 4 RSU award | 9,972 RSUs | Transaction date: May 29, 2024 | Post-transaction securities owned: 9,972; Price $0; Award grant |
| Form 4 RSU award | 9,196 RSUs | Transaction date: May 28, 2025 | Post-transaction securities owned: 9,196; Price $0; Award grant |
| Ownership guidelines | 5x annual cash retainer within 5 years | Ongoing | Hertz joined in 2023; within compliance period (not yet at guideline level) |
| Hedging/pledging policy | Prohibited for directors and employees | Policy | No hedging or pledging allowed; no option repricing without shareholder approval . |
Governance Assessment
- Strengths:
- Independent director with robust governance role as Governance & Social Responsibility Committee Chair; leads annual board evaluations—a core board effectiveness lever .
- Solid engagement: quarterly executive sessions; active investor outreach led by independent director; board refreshment and skills matrix aligned to strategy .
- Transparent, standard-aligned director pay structure reviewed by independent consultant; 2024 adjustments brought cash retainer to $110k and RSU grant to $175k, consistent with peer practices .
- Independence reaffirmed; no related-party transactions requiring disclosure; compliance with outside board limits .
- Watch items / potential conflicts:
- Interlock with Warner Music Group alongside Mattel’s CEO; while no related-party transactions are disclosed and independence affirmed, shared directorship merits monitoring for potential perceived influence or information asymmetry .
- Attendance/engagement signal: Board met five times in 2024; all incumbent directors met or exceeded 75% attendance; Governance & SR Committee held six meetings, indicating active oversight cadence .
Overall: Hertz’s governance profile—independent status, chairing a central oversight committee, and strong academic/strategic expertise—supports board effectiveness and investor confidence. Compensation and ownership structures are aligned with shareholder-friendly practices; no material conflicts or related-party exposures are disclosed .