Ynon Kreiz
About Ynon Kreiz
Ynon Kreiz, 60, has served as Mattel’s Chairman of the Board since 2017 and Chief Executive Officer since 2018, bringing extensive leadership across media, entertainment, and content, and currently serves on the Stock Grant Committee and the board of Warner Music Group Corp. . In 2024, Mattel’s net sales declined 1% year over year, gross margin expanded 330 bps to 50.8%, EPS rose to $1.58, and free cash flow was nearly $600 million; the company ended 2024 with $1.4 billion of cash and repurchased $400 million of stock . 2024 annual bonus funding (MIP) earned at 177.1% while the 2022–2024 LTIP paid at 46% (below target) due to relative TSR at the 20th percentile, evidencing a mix of strong in‑year execution and below-target three‑year market-relative performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maker Studios, Inc. | Chairman; CEO | Chairman: Jun 2012–May 2014; CEO: May 2013–Jan 2015 | Led a global digital media/content network, adding entertainment/digital expertise . |
| Endemol Group | Chairman & CEO | Jun 2008–Jun 2011 | Oversaw one of the world’s leading TV production companies, bringing content/operations experience . |
| Balderton Capital | General Partner | 2005–2007 | Early-stage tech/media investing perspective . |
| Fox Kids Europe N.V. | Chairman, CEO, Co‑founder | 1996–2002 | Children's entertainment leadership and international experience . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Warner Music Group Corp. | Director | Since May 2016 |
| Business Roundtable | Member | Since Mar 2020 |
| Academy of Motion Picture Arts & Sciences (Executive Branch) | Member | Since 2023 |
| UCLA Anderson School of Management | Board of Advisors | Since Apr 2015 |
| Israeli Olympic Committee (London Games) | Chairman of Board of Trustees | 2012 |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $1,500,000 | $1,500,000 | $1,600,000 (increased 6.7%) |
| Target Bonus (% of salary) | — | — | 200% |
| Non‑Equity Incentive (Actual MIP Payout) | — | $5,857,500 | $6,233,920 |
| Stock Awards (Grant‑date FV) | $7,687,501 | $8,559,377 | $29,828,352 (incl. 2024 retention grant) |
| Option Awards (Grant‑date FV) | $2,562,503 | $2,853,125 | — |
| All Other Compensation | $140,383 | $178,384 | $140,319 |
| Total Compensation | $11,890,387 | $18,948,385 | $37,802,591 |
Performance Compensation
2024 Annual Incentive (MIP) Design and Outcomes
| Component | Weight | Threshold (35%) | Target (100%) | Max (200%) | 2024 Earnout (pre-weight) | Weighted Earnout |
|---|---|---|---|---|---|---|
| MIP‑Adj. EBITDA Less Capital Charge | 65% | — | — | — | 200% | 130.0% |
| MIP‑Adjusted Net Sales | 20% | — | — | — | 85% | 17.1% |
| MIP‑Adjusted Gross Margin | 15% | — | — | — | 200% | 30.0% |
| Total Company Earnout | 100% | 177.1% |
- CEO Individual Performance Multiplier: 110% (Above Expectations) .
- Total CEO MIP payout: 194.8% of target, equating to $6,233,920 .
Long‑Term Incentives (LTI)
| LTI Element | 2024 Mix/Structure | 2024 Grant Value (USD) |
|---|---|---|
| Performance Units (2024–2026 LTIP) | 3‑yr Cumulative Adjusted Free Cash Flow; TSR multiplier vs S&P 500; CEO mix 75% PUs | $7,950,000 |
| RSUs | Time‑based, vest 1/3 annually over 3 years (no dividend equivalents) | $2,650,000 |
| Total 2024 Annual LTI | $10,600,000 |
- 2022–2024 LTIP payout: 46% of target, driven by below‑target 3‑yr Adj. FCF (69% earnout) and relative TSR at 20th percentile (67% multiplier) .
- CEO shares earned under 2022–2024 LTIP: 124,560 .
2024 CEO Retention Performance Grant (One‑time)
| Feature | Terms |
|---|---|
| Target Value | $15 million; max 200% of target units |
| Performance Period | Five years: 9/30/2024–9/30/2029 |
| Structure | 100% performance‑based: 50% stock‑price hurdles (assessed in final 3 years), 50% relative TSR vs S&P 500 |
| Stock‑Price Hurdles (30‑day avg) | $27 (0%); $33.50 (50%); $40 (100%); $27 implies ~42%+ increase from ~$19.05 grant date price |
| TSR Hurdles | <55th pct (0%); 55th (50%); 85th (100%) |
| Vesting/Forfeiture | No vesting unless hurdles met; limited treatment on death/disability; qualifying terminations during final 3 years; change‑of‑control conversions as specified |
Implication: High alignment, long horizon, and stringent hurdles reduce near‑term realizable value and concentrate potential vesting/supply into 2027–2029 windows if performance is achieved .
Key Vesting Schedules (Selected)
- 2024 RSUs (granted 4/25/2024): 33% vests 4/24/2025; 33% on 4/25/2026; 34% on 4/25/2027 .
- 2024–2026 PUs: earned on 3‑yr metrics; payout subject to performance and service .
- Retention Grant (9/30/2024): performance measurement and settlement rules as above; no vesting absent performance .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,561,451 shares; 1.1% of shares outstanding as of March 17, 2025 |
| Components (within 60 days) | Options exercisable: 2,066,518; RSUs: 47,347; 401(k) shares: 0 |
| CEO Stock Ownership Guideline | 6x base salary; compliance required (5‑yr window); NEOs compliant or within window |
| Hedging/Pledging | Prohibited (no hedging; no pledging/margin) |
| Pledged Shares | None of the listed shares are pledged |
Outstanding Equity Awards (12/31/2024)
| Award | Units | Reported Market Value (at $17.73) |
|---|---|---|
| RSUs (2024 grant unvested) | 143,476 | $2,543,829 |
| PUs – Retention Grant (target, not yet in final 3 yrs) | 787,402 | $13,960,637 |
| PUs – 2024–2026 (target) | 397,301 | $7,044,147 |
| PUs – 2023–2025 (max shown per SEC convention) | 882,410 | $15,645,129 |
| PUs – 2022–2024 (earned, settled 2/3/2025) | 124,560 | $2,208,449 |
Stock Options (Selected)
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 7/31/2020 | 523,575 | — | $11.11 | 7/31/2030 |
| 8/1/2019 | 467,221 | — | $13.59 | 8/1/2029 |
| 8/1/2018 | 376,369 | — | $15.78 | 8/1/2028 |
| 8/2/2021 | 265,957 | — | $21.91 | 8/2/2031 |
| 4/29/2022 | 146,555 | 75,499 | $24.31 | 4/29/2032 |
| 4/28/2023 | 105,671 | 214,545 | $18.00 | 4/28/2033 |
- As of 12/31/2024, the stock closed at $17.73; unvested options that would accelerate upon certain terminations were underwater at that date (no acceleration value) .
- Illustrative intrinsic value of in‑the‑money exercisable options at $17.73 (strikes $11.11/$13.59/$15.78) is approximately $6.1 million, based on grant detail and the 12/31/2024 price (calculation using disclosed counts and price).
Deferred Compensation (Alignment and Liquidity Considerations)
| Item | 2024 |
|---|---|
| Company DCP Contributions | $83,677 |
| Aggregate 2024 Earnings (DCP) | $28,174 |
| DCP Account Balance (12/31/2024) | $539,472 |
Employment Terms
Severance/Change‑of‑Control (A&R Severance Plan)
| Scenario | Cash Severance (Salary + Target Bonus) | Bonus Treatment | Equity Treatment | Other |
|---|---|---|---|---|
| Involuntary Termination (no CoC) | 2x; paid over 24 months (CEO) | Pro‑rata based on actual performance | Time‑based awards pro‑rata vest; PUs vest based on actual performance at period end; select options get full accel. and up to 3‑yr exercise for CEO per participation letter | Health/welfare and outplacement; no excise tax gross‑up |
| Double‑Trigger CoC Termination (within 2 yrs) | 2x; lump sum | Pro‑rata (greater of target or actual per MIP mechanics) | Post‑eligibility awards accelerate in full; PUs vest per greater of target or actual as specified; options generally extended (up to 3 yrs for CEO per letter) | Health/welfare and outplacement; no excise tax gross‑up |
| Death/Disability/Retirement (select awards) | — | — | RSUs/Options vesting per plan; PUs pro‑rata per plan; retention grant has specific death/disability/CoC provisions | — |
- Clawback: Incentive comp recovery for financial restatements; additional forfeiture/recapture for competitive or code violations .
- Insider Trading: Hedging/pledging prohibited .
Board Governance (Dual Role and Committee Service)
- Roles: Chairman of the Board (non‑independent) and CEO; serves on the Stock Grant Committee (sole member) .
- Board structure: Combined Chair/CEO counterbalanced by an Independent Lead Director (Roger Lynch) with enumerated authorities (agenda, schedules, information, executive sessions, stakeholder engagement) .
- Independence: Board affirms other directors’ independence; CEO is not independent by virtue of employment .
- Board activity: 5 meetings in 2024; no incumbent director attended <75% of meetings/committees served .
- Say‑on‑Pay support: Most recent advisory vote received over 98% support; stockholder outreach engaged ~56% of outstanding shares in Fall 2024 .
Compensation Structure Analysis (Signals)
- Cash vs equity: CEO annual target TDC remains predominantly at‑risk equity (75% PUs/25% RSUs for annual LTIs) .
- One‑time award: 2024 retention grant is 100% performance‑based with rigorous multi‑year stock hurdles/relative TSR; no time‑based portion—reduces windfall risk but elevates long‑dated upside if execution/TSR outperform .
- Metrics: 2024 MIP concentrated on profitability and margin (65% EBITDA less capital charge; 15% gross margin) with lesser weight on net sales (20%), reflecting cost/efficiency focus .
- Governance: Robust clawback; no excise tax gross‑ups; no hedging/pledging; double‑trigger CoC; independent consultant (FW Cook) .
Say‑on‑Pay & Shareholder Feedback
- Support: >98% approval on the most recent Say‑on‑Pay .
- Engagement: ILD and management engaged holders representing ~56% of outstanding shares; investors sought robust disclosure on the 2024 CEO retention grant .
Compensation Peer Group (Benchmarking Context)
- 2024 peer group included 19 companies across consumer, media, and entertainment (e.g., Hasbro, EA, Paramount, Warner Music Group); used for market competitiveness, not goal setting .
Risk Indicators & Red Flags
- Related party transactions: None requiring disclosure .
- Option repricing: Not permitted without stockholder approval; no 2024 NEO option grants .
- Hedging/pledging: Prohibited; none pledged .
- Pay risk review: Compensation consultant found no material risk in programs .
Investment Implications
- Alignment and retention: High at‑risk mix, stringent 5‑year retention grant, and 6x ownership guideline align CEO with long‑term TSR and stock price compounding; near‑term liquidity/selling pressure limited until 2027–2029 performance windows .
- Execution vs market outcomes: 2024 incentives paid strongly on profitability/margin execution (177.1% earnout), while 2022–2024 LTIP paid 46% due to low relative TSR—comp plan is responsive to both operational and market-relative performance, tempering overpayment risk in weaker TSR periods .
- Change-in-control economics: Double‑trigger, 2x multiple, and disciplined equity treatment (no gross‑ups) limit parachute risk; however, full acceleration under CoC termination can concentrate potential share issuance, a consideration for M&A scenarios .
- Insider selling technicals: Annual RSU vesting and potential multi‑year retention grant conversion, if hurdles are met, could create episodic supply; current policies (no hedging/pledging, strong stock ownership) mitigate adverse signaling from sales .
Appendix: 2024 MIP Targets and Goals (Context)
- 2024 MIP target goals: MIP‑Adj. EBITDA Less Capital Charge $677m (±$120m band); MIP‑Adj. Net Sales $5,487m (±5%); MIP‑Adj. Gross Margin 48.6% (±125 bps); profit threshold $870m MIP‑Adj. EBITDA to fund plan .