Roger Lynch
Independent Lead Director at MAT
Board
About Roger Lynch
Roger Lynch, age 62, has served on Mattel’s Board since 2018 and was elected Independent Lead Director in 2024. He is CEO of Condé Nast (since April 2019) and brings deep media, technology, and consumer experience with prior CEO roles at Pandora and Sling TV, and senior leadership at DISH Network, Video Networks International Ltd., and Chello Broadband N.V. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Condé Nast | Chief Executive Officer | Apr 2019 – Present | CEO of global media company |
| Pandora Media, Inc. | Chief Executive Officer, President, Director | Sep 2017 – Feb 2019 | Led transformation of streaming business |
| Sling TV Holding LLC (DISH) | Chief Executive Officer, Director | Jul 2012 – Aug 2017 | Drove OTT TV growth |
| Dish Network LLC | EVP, Advanced Technologies | Nov 2009 – Jul 2012 | Technology leadership |
| Video Networks International Ltd. | Chairman & CEO | 2002 – 2009 | Led IPTV provider |
| Chello Broadband N.V. | President & CEO | 1999 – 2001 | Led European broadband ISP |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| News Media Alliance | Director | Since 2022 | Industry advocacy |
| Partnership for New York City | Director | Since 2021 | Civic business leadership |
| USC Dornsife School of Letters, Arts and Sciences | Director | Since 2018 | Academic oversight |
| Tuck School of Business at Dartmouth | Director | Since 2017 | Academic oversight |
| Quibi LLC | Director | 2018 – 2020 | Start-up governance |
| Roku LLC | Board Observer | 2012 – 2017 | Streaming platform oversight |
| Digitalsmiths LLC | Director | 2010 – 2015 | Served as Chair of Compensation Committee |
Board Governance
- Committee memberships: Executive Committee (Chair), Compensation Committee, Finance Committee; elected Independent Lead Director (ILD) in 2024 with enumerated powers including approving agendas, presiding independent sessions, and investor access .
- Independence status: Board determined Lynch is independent under Nasdaq and Mattel standards; Board reviewed ordinary-course relationships (including Condé Nast) and found none material and no impairment of independence .
- Attendance: In 2024 the Board held five meetings and no incumbent director attended less than 75% of Board and applicable committee meetings; quarterly executive sessions held without management .
- Investor engagement: ILD-led off-season engagement; in Fall 2024, management and the ILD engaged with investors representing ~56% of shares; input shared with committees and Board .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Non-employee director retainer |
| Additional ILD cash retainer | $50,000 | For ILD role |
| Committee chair/member retainers | $20,000 (Audit/Comp Chairs), $15,000 (Exec/Finance/GSR Chairs), $10,000 (Audit members) | Program terms |
| Roger Lynch – Fees Earned (2024) | $160,000 | Reflects $110k base + $50k ILD |
| Expense reimbursement | As incurred for Board business travel | Not perquisite; limited to Board business |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting & Settlement | Dividend Equivalents | Deferral |
|---|---|---|---|---|---|
| Annual RSUs (Directors) | May 29, 2024 | 9,972 RSUs; $175,009 grant-date fair value | RSUs vest immediately; shares generally settled at earlier of 3rd anniversary or end of Board service | Cash dividends paid until settlement | Directors may defer RSU shares under Director DCP |
| Program design (Directors) | — | Fixed-value, full-value stock awards | No meeting fees; mix weighted to stock vs cash | — | — |
No director performance metrics (e.g., EBITDA/TSR) are tied to non-employee director compensation; pay structure is retainer plus fixed-value RSUs reviewed annually with independent consultant (FW Cook) .
Other Directorships & Interlocks
| Company | Public Company Board | Potential Interlock | Notes |
|---|---|---|---|
| — | None disclosed | Condé Nast (executive role) | Board reviewed ordinary-course relationships with companies where directors serve as executives (including Condé Nast) and found amounts <1% of counterparties’ revenues and no material impairment of independence . |
Expertise & Qualifications
- Skills matrix: Brand & Marketing; Entertainment/Media; Finance/Accounting/Financial Reporting; Human Capital; International/Global Operations; Senior Leadership; Technology/E-Commerce .
- Track record: Led multiple media/tech businesses through transformation; experience building business models with large content providers .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 15,347 shares; <1% | No shares pledged under Insider Trading Policy |
| Aggregate stock awards outstanding (Dec 31, 2024) | 58,116 | Vested but not settled RSUs and deferrals |
| Director DCP stock equivalents (Dec 31, 2024) | 35,504 | Includes deferred RSU shares |
| Ownership guidelines | 5x annual cash retainer; credit for deferred RSUs/retainers | Lynch meets guideline; exceptions apply only to recent appointees (Hertz 2023; Genachowski/Ostroff 2024) |
| Hedging/Pledging policy | Prohibited for directors, officers, employees | Governance safeguard |
Governance Assessment
- Strengths: Strong independent leadership as ILD with robust authorities; active investor engagement; independent status affirmed despite executive role at Condé Nast; clear anti-hedging/pledging policy and no pledges; high attendance and regular executive sessions; compensation aligned with best practices and reviewed by FW Cook .
- Potential conflicts: Executive role at Condé Nast creates potential for ordinary-course relationships; Board analysis determined amounts immaterial (<1% revenues) and independence not impaired; continued monitoring warranted .
- Alignment: Director equity via RSUs with deferred settlement and DCP stock equivalents supports long-term alignment; Lynch meets ownership guidelines .
- Engagement signal: ILD’s direct investor dialogues (~56% of shares) and say-on-pay support (>98%) indicate constructive governance dynamics .
Director Compensation (Detail – 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Roger Lynch | 160,000 | 175,009 | 15,000 | 350,009 |
Annual program terms: $110,000 cash retainer; $50,000 additional ILD retainer; annual RSU grant of $175,000 intended fixed value; optional deferrals via Director DCP; immediate vesting with deferred settlement; modest charitable matching program .
Committee Activity & Engagement (2024)
| Committee | Role | Meetings (2024) | Key Oversight |
|---|---|---|---|
| Executive Committee | Chair | 0 | Acts between Board meetings as needed |
| Compensation Committee | Member | 14 | Executive/director pay; stockholder engagement on comp |
| Finance Committee | Member | 5 | Capital allocation; rating agencies; M&A; third-party financial risks |
| Audit Committee | — | 13 (committee overall) | Financial reporting, compliance, cybersecurity |
Related-Party Transactions & Policies
- Related-Party Transaction Policy: Audit Committee pre-approval/ratification required; annual questionnaires; no current/proposed transactions requiring disclosure under Item 404(a) .
- Code of Conduct: Conflicts, confidentiality, compliance; disclosures/waivers via website; comprehensive governance documents publicly available .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: Over 98% of votes cast supported executive compensation program; post-retention grant outreach to investors and proxy advisors; feedback incorporated into disclosure .
- Engagement: ILD-led program contacted holders of ~71% of shares, engaged with ~56% in Fall 2024 on governance, comp, and corporate citizenship .
End of report.