Steve Totzke
About Steve Totzke
Steve Totzke (age 55) is Mattel’s President & Chief Commercial Officer (CCO), serving as an executive officer since 2020 and in his current role since April 2022, with prior leadership spanning North America, international general management, and global sales roles . In 2024, company performance emphasized profitability and cash: gross margin expanded 330 bps to 50.8%, EPS rose 163% to $1.58, and free cash flow approached $600M, while 2022–2024 LTIP paid out at 46% due to below-target adjusted free cash flow and 20th percentile relative TSR, indicating execution progress but lagging three-year market outperformance . Say‑on‑pay support was over 98%, reflecting shareholder endorsement of executive pay design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mattel, Inc. | President & Chief Commercial Officer | Apr 2022–present | Leads global commercial execution; market share gains in Dolls, Vehicles, ITP and DTC expansion cited in 2024 assessments . |
| Mattel, Inc. | EVP & Chief Commercial Officer | Jul 2018–Mar 2022 | Commercial leadership during brand and channel strategy evolution . |
| Mattel, Inc. | EVP & CCO – North America | Feb 2016–Jul 2018 | North America commercial leadership . |
| Mattel, Inc. | SVP, Sales & Shopper Marketing | May 2014–Feb 2016 | Drove U.S. sales execution . |
| Mattel, Inc. | SVP, U.S. Sales | Apr 2012–May 2014 | U.S. sales leadership . |
| Mattel, Inc. | VP & GM, Australia | Jan 2010–Apr 2012 | Country GM responsibilities . |
| Mattel, Inc. | GM, Australia/New Zealand | Feb 2008–Dec 2009 | Regional GM responsibilities . |
| Mattel, Inc. | Senior Director of Sales; VP, Canada | n/a | Earlier commercial leadership roles . |
External Roles
No external directorships or outside public roles disclosed for Totzke in the latest proxy .
Fixed Compensation
| Item | 2024 |
|---|---|
| Base salary ($) | 800,000 |
| Target bonus (% of salary) | 90% (increased from 80% in 2024) |
| “All Other Compensation” ($) | 98,870 (primarily 401(k) contributions) |
Multi‑year total compensation (NEO SCT):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 800,000 | 800,000 | 800,000 |
| Stock awards | 1,750,021 | 1,924,993 | 2,250,010 |
| Option awards | 250,003 | 274,998 | — |
| Non‑equity incentive (MIP) | — | 1,249,600 | 1,275,120 |
| All other comp | 98,320 | 96,000 | 98,870 |
| Total | 2,898,344 | 4,345,591 | 4,424,000 |
Pay mix note: In 2024, Mattel provided 50% Performance Units and 50% RSUs for senior executives; Totzke’s 2024 LTI value was $2,250,000 split evenly ($1,125,000 PUs; $1,125,000 RSUs), and no new options were granted, reinforcing a shift from options to full‑value awards .
Performance Compensation
2024 Annual Cash Incentive (MIP) design and outcome:
- Company financial weighting: 65% MIP‑Adjusted EBITDA Less Capital Charge; 20% MIP‑Adjusted Net Sales; 15% MIP‑Adjusted Gross Margin; plus Individual Performance Multiplier (0–125%) .
- 2024 targets: EBITDA−Capital Charge target $677M; Net Sales target $5,487M; Gross Margin target 48.6% .
- 2024 results earnout: 200% on EBITDA−Capital Charge, 85% on Net Sales, 200% on Gross Margin; total company earnout 177.1% .
- Totzke individual multiplier: 100% (accomplished expectations) .
- Payout: $1,275,120 (177.1% × 90% target × $800,000 base) .
2024 MIP metrics summary:
| Metric | Weight | 2024 Target | 2024 Earnout | Notes |
|---|---|---|---|---|
| MIP‑Adj. EBITDA Less Capital Charge | 65% | $677M | 200% | Funding threshold met (MIP‑Adj. EBITDA ≥ $870M) . |
| MIP‑Adjusted Net Sales | 20% | $5,487M | 85% | Slightly below target . |
| MIP‑Adjusted Gross Margin | 15% | 48.6% | 200% | Significant margin expansion . |
Long‑Term Incentives (LTIs) – structure and outcomes:
- 2024 LTI mix: 50% Performance Units (2024–2026 LTIP), 50% RSUs; Totzke: $1.125M PUs and $1.125M RSUs granted on Apr 25, 2024 .
- LTIP metrics: 3‑year cumulative Adjusted Free Cash Flow (financial) × 3‑year relative TSR multiplier vs S&P 500 .
- Most recent cycle outcome: 2022–2024 LTIP paid 46% of target due to below‑target Adjusted FCF and 20th percentile relative TSR .
Outstanding equity and vesting (as of 12/31/2024) – Totzke:
| Award | Grant date | Unvested units (#) | Market value ($) | Vesting detail |
|---|---|---|---|---|
| RSUs | 4/25/2024 | 60,910 | 1,079,934 | 33% on 4/24/2025; 33% on 4/25/2026; 34% on 4/25/2027; RSUs have no dividend equivalents . |
| PUs (2024–2026) | 4/25/2024 | 56,222 (target basis) | 996,816 | Earn on FCF + relative TSR; vests after cycle . |
| PUs (2023–2025) | 4/28/2023 | 113,402 (max basis shown) | 2,010,617 | SEC presentation based on performance trending between target & max Y1–Y2 . |
| PUs (2022–2024) | 4/29/2022 | 16,203 (earned pre‑settlement) | 287,279 | Earned 2022–2024 at 46%; settled 2/3/2025 . |
Stock options – positions and schedule (as of 12/31/2024): | Grant date | Exercisable | Unexercisable | Exercise price ($) | Expiration | Vesting notes | |---|---:|---:|---:|---| | 4/28/2023 | 10,185 | 20,679 | 18.00 | 4/28/2033 | 50% vests 4/28/2025; 50% vests 4/28/2026 . | | 4/29/2022 | 14,298 | 7,366 | 24.31 | 4/29/2032 | 100% vests 4/29/2025 . | | 8/2/2021 | 53,191 | — | 21.91 | 8/2/2031 | Prior grant; fully vested portion shown . | | 7/31/2020 | 82,237 | — | 11.11 | 7/31/2030 | Prior grant; fully vested portion shown . | | 8/1/2019 | 88,063 | — | 13.59 | 8/1/2029 | Prior grant; fully vested portion shown . | | 8/1/2018 | 54,745 | — | 15.78 | 8/1/2028 | Prior grant; fully vested portion shown . | | 8/1/2017 | 122,616 | — | 19.72 | 8/1/2027 | Prior grant; fully vested portion shown . | | 8/1/2016 | 67,073 | — | 32.72 | 8/1/2026 | Prior grant; fully vested portion shown . | | 7/31/2015 | 64,767 | — | 23.21 | 7/31/2025 | Prior grant; fully vested portion shown . |
Shares vested in 2024 (supply indicator):
- Totzke vested 77,150 shares (RSUs and PUs), realizing $1,426,992 of value during 2024 .
Equity Ownership & Alignment
Ownership and breakdown (as of Mar 17, 2025):
| Holder | Beneficial ownership (#) | % outstanding | Options (#) | RSUs (#) | 401(k) shares (#) |
|---|---|---|---|---|---|
| Steve Totzke | 736,344 | <1% (of 322,907,308 shares) | 574,726 | 45,715 | 19,099 |
- Pledging/hedging: None of the listed shares are pledged; Mattel prohibits hedging, pledging, short sales, and holding shares in margin accounts for officers, directors, and employees .
- Ownership guidelines: Totzke must hold stock equal to 3x base salary (deadline 1/31/2024); “All NEOs are in compliance” either by attainment or still within their period (Totzke’s deadline passed, implying attainment) .
- Insider selling pressure windows: RSUs vest annually around late April (2025–2027), often triggering sell‑to‑cover events; options have notable vesting on 4/29/2025 and 4/28/2025–2026 and expirations beginning July 2025, which can drive activity depending on price vs strikes .
Employment Terms
Severance/change‑of‑control economics (A&R Severance Plan):
- Involuntary termination (no CoC): 1.5× (salary+target bonus) paid over 18 months; pro‑rated bonus based on actual; equity pro‑rata vesting (time‑based accelerates; performance‑based vests on actual at cycle end); continued health/welfare; up to $50k outplacement .
- CoC termination (double trigger within 2 years): 2× (salary+target bonus) lump sum; pro‑rated target bonus; full acceleration for post‑eligibility equity (performance awards vest per agreements, currently greater of target or actual through last completed year); 2 years health/welfare; up to $50k outplacement; no excise tax gross‑ups (best‑net cutback) .
- Post‑employment covenants for severance eligibility: confidentiality, non‑compete, non‑solicit, and non‑disparagement .
- Clawback policy: recoupment of incentive comp upon material financial restatement for Section 16 officers/EVPs covering prior three years; additional recapture provisions in equity plan for certain detrimental conduct .
Estimated potential payments (as of 12/31/2024; stock $17.73):
| Scenario | Severance ($) | Current year bonus ($) | PUs value ($) | Equity accel value ($) | Other benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Change of Control (no termination) | — | 1,275,120 | — | — | — | 1,275,120 |
| Involuntary Termination | 2,280,000 | 1,275,120 | 1,223,370 | 1,810,393 | 100,652 | 6,689,534 |
| CoC Termination | 3,040,000 | 1,275,120 | 2,636,699 | 1,810,393 | 117,536 | 8,879,747 |
| Retirement | — | — | 1,223,370 | — | — | 1,223,370 |
| Death/Disability | — | — | 1,223,370 | 1,810,393 | — | 3,033,763 |
Performance & Track Record
- 2024 execution: Company delivered margin expansion (+330 bps to 50.8%), strong FCF (~$600M), and EPS up 163%, while net sales declined 1%; Totzke’s MIP assessment cited market share gains in leader categories, stronger partner relationships, and DTC capability advancement .
- Incentive results: MIP financial earnout at 177.1% (max on EBITDA−Capital Charge and Gross Margin; below target on Net Sales), with Totzke’s individual multiplier at 100% .
- Longer‑term: 2022–2024 LTIP paid 46% due to below‑target Adjusted FCF and 20th percentile relative TSR, highlighting multi‑year market underperformance despite operational gains .
Compensation Structure Analysis
- Increased at‑risk emphasis: 2024 LTI fully in PUs/RSUs (no new options), and Totzke’s target MIP rose to 90% of salary, reinforcing pay‑for‑performance leverage .
- Reduced option reliance: Options awarded in prior years remain, but 2024 grants were full‑value shares; aligns with peer trends to balance retention and performance linkage .
- Governance safeguards: Robust clawback, no hedging/pledging, no excise tax gross‑ups, double‑trigger CoC equity/ cash, and ownership guidelines (3× salary) .
Equity Ownership & Alignment (additional detail)
- Beneficial ownership: 736,344 shares with significant option exposure (574,726) and RSUs (45,715); none pledged; ownership <1% of outstanding .
- Ownership guidelines: 3× salary; all NEOs compliant or within periods; Totzke’s deadline passed (Jan 2024), implying compliance under policy .
- Trading windows/pressure: Annual RSU vests in late April; 2023/2022 option tranches vest in April 2025/2026 and April 2025 with expiries starting July 2025, creating concentrated windows for potential activity subject to price/OTM/ITM status and policy .
Employment Terms (key policies)
- Non‑compete/non‑solicit required for severance; continued healthcare and outplacement support; pro‑rata vesting mechanics designed to preserve performance linkage .
- Insider Trading Policy: robust procedures; prohibits derivatives, short sales, collars, and margin pledges by insiders .
Investment Implications
- Pay‑for‑performance leverage is high: With a 90% target bonus and 50% PU share in LTI, Totzke’s realized pay will respond materially to profitability, cash generation, and relative TSR—positive if margin/FCF trajectory persists; risk if multi‑year TSR underperforms (2022–2024 at 20th percentile) .
- Limited alignment red flags: No pledging allowed and none pledged; ownership guidelines in place; clawback robust—reduces governance risk and aligns incentives .
- Event and flow signals: Expect Form 4 activity around late April RSU vest dates and February LTIP settlements; 2025–2027 vesting cadence and April 2025/2026 option vesting could drive sell‑to‑cover/option‑related trades depending on price relative to strikes .
- Retention risk moderate: Severance is market‑standard (1.5×/2.0×) with restrictive covenants; strong 2024 MIP and increased target suggest Committee confidence in Totzke’s role in commercial execution and brand growth .
- Execution watch‑items: Sustain margin/FCF to lift LTIP outcomes; improve relative TSR to avoid persistent sub‑target payouts; monitor partner/licensing and DTC progress cited in 2024 assessments for revenue reacceleration .