MATTEL INC /DE/, DEF 14A filed on 4/14/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name MATTEL INC /DE/
Entity Central Index Key 0000063276
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended 24 Months Ended 36 Months Ended 48 Months Ended 60 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2024
Pay vs Performance Disclosure                    
Pay vs Performance Disclosure, Table Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of SEC
Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid”
and certain financial performance of the Company. For further information concerning the Company’s pay for performance
philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive
Compensation – Compensation Discussion and Analysis.”
Year
Summary
Compensation
Table Total for
Principal
Executive
Officer
(“PEO”)(1)
($)
Compensation
Actually Paid to
PEO(2)
($)
Average
Summary
Compensation
Total for Non-
PEO NEOs(3)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs (4)
($)
Value of Initial Fixed $100
Investment Based On:
Net Income(7)
($)
MIP-Adjusted
EBITDA Less
Capital Charge (8)
($)
Total
Shareholder
Return(5)
($)
Peer Group
Total
Shareholder
Return(6)
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2025
15,060,621
17,642,086
3,807,763
3,106,600
114
154
398
725
2024
37,802,591
31,437,589
4,006,070
3,555,437
102
145
542
807
2023
18,948,385
30,825,128
4,573,625
4,036,440
108
112
214
647
2022
11,890,387
(6,690,512)
3,553,671
242,561
102
78
394
521
2021
16,128,895
26,713,850
5,152,260
7,128,999
124
124
903
699
                 
Company Selected Measure Name MIP-Adjusted EBITDA Less Capital Charge                  
Named Executive Officers, Footnote (1) The amounts reported in column (b) are the amounts reported for Mr. Kreiz (our CEO) for each of the corresponding years in the “Total” column of the Summary Compensation Table. Refer to
the “Summary Compensation Table.”
                 
Peer Group Issuers, Footnote (6) The peer group used for this purpose is the following published industry index: S&P 500 Consumer Discretionary Index.                  
PEO Total Compensation Amount $ 15,060,621 $ 37,802,591 $ 18,948,385 $ 11,890,387 $ 16,128,895          
PEO Actually Paid Compensation Amount $ 17,642,086 31,437,589 30,825,128 (6,690,512) 26,713,850          
Adjustment To PEO Compensation, Footnote (2) The amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Kreiz, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the
total compensation actually realized or received by Mr. Kreiz. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for
each year, adjusted as shown in the table immediately below with respect to fiscal year 2025. Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation
assumptions used to calculate fair values were determined in a consistent manner and did not materially differ from those disclosed at the time of grant, other than for outstanding Performance
Units, which uses actual performance achievement of 116% of target for the 2023-2025 LTIP Performance Units and assumes performance achievement of 96% and 92% of target for the
2024-2026 LTIP Performance Units and 2025-2027 LTIP Performance Units, respectively.
Compensation Actually Paid to PEO
2025
2024
2023
2022
2021
Summary Compensation Table Total
15,060,621
37,802,591
18,948,385
11,890,387
16,128,895
Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation
Table
(10,821,996)
(29,828,352)
(11,412,502)
(10,250,004)
(9,999,997)
Less, Change in Pension Value reported in Summary Compensation Table
Plus, year-end fair value of outstanding and unvested equity awards granted in the year
10,901,336
26,941,037
15,658,508
1,652,156
10,349,756
Plus, fair value as of vesting date of equity awards granted and vested in the year
Plus (less), year over year change in fair value of outstanding and unvested equity awards
granted in prior years
2,889,406
(3,097,151)
4,327,221
(10,536,425)
9,714,985
Plus (less), change in fair value from prior year-end to vesting date of equity awards granted
in prior years that vested in the year
(387,281)
(380,537)
3,303,515
553,375
520,211
Less, prior year-end fair value for any equity awards forfeited in the year
Plus, pension service cost for services rendered during the year
Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if
not otherwise included in the Summary Compensation Table Total for the covered fiscal year
Compensation Actually Paid to PEO
17,642,086
31,437,589
30,825,128
(6,690,512)
26,713,850
                 
Non-PEO NEO Average Total Compensation Amount $ 3,807,763 4,006,070 4,573,625 3,553,671 5,152,260          
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,106,600 3,555,437 4,036,440 242,561 7,128,999          
Adjustment to Non-PEO NEO Compensation Footnote (3) The amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr. Kreiz) in the “Total” column of the Summary Compensation Table in
each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2025, Messrs. Ruh, Totzke, Anschell, and Isaias, and Anthony
DiSilvestro, our former Chief Financial Officer; (ii) for 2024, Messrs. DiSilvestro, Totzke, Anschell, and Isaias; (iii) for 2023, Messrs. DiSilvestro, Totzke, Anschell, and Isaias, and Richard
Dickson, our former President and Chief Operating Officer; (iv) for 2022, Messrs. Dickson, DiSilvestro, Totzke, and Anschell; and (v) for 2021, Messrs. Dickson, DiSilvestro, Totzke, and
Anschell.
(4)The amounts reported in column (e) represent the average amount of “compensation actually paid” to our NEOs as a group (excluding Mr. Kreiz), as computed in accordance with Item 402(v)
of Regulation S-K. In accordance with these rules, these amounts reflect average “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown
below with respect to fiscal year 2025. Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values were
determined in a consistent manner and did not materially differ from those disclosed at the time of grant, other than for outstanding Performance Units, which uses actual performance
achievement of 116% of target for the 2023-2025 LTIP Performance Units and assumes performance achievement of 96% and 92% of target for the 2024-2026 LTIP Performance Units and
2025-2027 LTIP Performance Units, respectively.
Average Compensation Actually Paid to Non-PEO NEOs
2025
2024
2023
2022
2021
Average Summary Compensation Table Total
3,807,763
4,006,070
4,573,625
3,553,671
5,152,260
Less, average value of “Stock Awards” and “Option Awards” reported in Summary
Compensation Table
(2,604,006)
(1,912,500)
(2,794,003)
(2,575,001)
(2,643,751)
Less, average Change in Pension Value reported in Summary Compensation Table
Plus, average year-end fair value of outstanding and unvested equity awards granted
in the year
2,708,485
1,888,554
2,007,385
916,155
2,729,679
Plus, average fair value as of vesting date of equity awards granted and vested in the year
Plus (less), average year over year change in fair value of outstanding and unvested equity
awards granted in prior years
105,050
(375,644)
550,875
(1,812,180)
1,501,416
Plus (less), change in average fair value from prior year-end to vesting date of equity awards
granted in prior years that vested in the year
(81,847)
(51,043)
(39,557)
159,916
389,395
Less, prior year-end fair value for any equity awards forfeited in the year
(828,846)
(261,885)
Plus, average pension service cost for services rendered during the year
Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if
not otherwise included in the Summary Compensation Table Total for the covered fiscal year
Average Compensation Actually Paid to Non-PEO NEOs
3,106,600
3,555,437
4,036,440
242,561
7,128,999
                 
Compensation Actually Paid vs. Total Shareholder Return Description of Certain Relationships between Information
Presented in the Pay versus Performance Table
As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation
programs reflect a variable pay for performance philosophy. While the Company utilizes several performance measures to align
executive compensation with Company performance, all of those Company measures are not presented in the Pay versus
Performance table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not
specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with
SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the
relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid, Cumulative TSR, and Peer Group TSR
5494
                 
Compensation Actually Paid vs. Net Income Compensation Actually Paid and Net Income
5539
                 
Compensation Actually Paid vs. Company Selected Measure Compensation Actually Paid and MIP-Adjusted EBITDA Less Capital Charge
13743895354266
                 
Tabular List, Table Financial Performance Measures
As described in greater detail under “Compensation Discussion and Analysis,” the Company’s executive compensation programs
reflect a variable pay for performance philosophy. The metrics that the Company uses for both our short- and long-term incentives
are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most
important financial performance measures used by the Company to link executive compensation actually paid to the Company’s
NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
1.MIP-Adjusted EBITDA Less Capital Charge
2.MIP-Adjusted Net Sales
3.MIP-Adjusted Gross Margin
                 
Total Shareholder Return Amount           $ 124 $ 102 $ 108 $ 102 $ 114
Peer Group Total Shareholder Return Amount           $ 124 $ 78 $ 112 $ 145 $ 154
Net Income (Loss) $ 398,000,000 $ 542,000,000 $ 214,000,000 $ 394,000,000 $ 903,000,000          
Company Selected Measure Amount 725,000,000 807,000,000 647,000,000 521,000,000 699,000,000          
PEO Name Mr. Kreiz Mr. Kreiz Mr. Kreiz Mr. Kreiz Mr. Kreiz          
Additional 402(v) Disclosure (5)TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s
share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of
the measurement period for each year in the table is December 31, 2020.
(7)The amounts reported represent the amount of Net Income, in millions, reflected in the Company’s audited financial statements for the applicable year.
                 
Measure:: 1                    
Pay vs Performance Disclosure                    
Name MIP-Adjusted EBITDA Less Capital Charge                  
Non-GAAP Measure Description (8)The amounts reported represent the amount MIP-Adjusted EBITDA Less Capital Charge, in millions. For a description of the adjustments under MIP-Adjusted EBITDA Less Capital Charge,
please see “Management Incentive Non-GAAP Financial Measures” on page 101.
                 
Measure:: 2                    
Pay vs Performance Disclosure                    
Name MIP-Adjusted Net Sales                  
Measure:: 3                    
Pay vs Performance Disclosure                    
Name MIP-Adjusted Gross Margin                  
PEO | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount $ (10,821,996) $ (29,828,352) $ (11,412,502) $ (10,250,004) $ (9,999,997)          
PEO | Less, Change in Pension Value reported in Summary Compensation Table [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 0 0 0 0 0          
PEO | Plus, year-end fair value of outstanding and unvested equity awards granted in the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 10,901,336 26,941,037 15,658,508 1,652,156 10,349,756          
PEO | Plus, fair value as of vesting date of equity awards granted and vested in the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 0 0 0 0          
PEO | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 2,889,406 (3,097,151) 4,327,221 (10,536,425) 9,714,985          
PEO | Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount (387,281) (380,537) 3,303,515 553,375 520,211          
PEO | Less, prior year-end fair value for any equity awards forfeited in the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 0 0 0 0          
PEO | Plus, pension service cost for services rendered during the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 0 0 0 0 0          
PEO | Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 0 0 0 0 0          
Non-PEO NEO | Less, prior year-end fair value for any equity awards forfeited in the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount (828,846) 0 (261,885) 0 0          
Non-PEO NEO | Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 0 0 0 0 0          
Non-PEO NEO | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount (2,604,006) (1,912,500) (2,794,003) (2,575,001) (2,643,751)          
Non-PEO NEO | Less, average Change in Pension Value reported in Summary Compensation Table [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 0 0 0 0 0          
Non-PEO NEO | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 2,708,485 1,888,554 2,007,385 916,155 2,729,679          
Non-PEO NEO | Plus, average fair value as of vesting date of equity awards granted and vested in the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 0 0 0 0          
Non-PEO NEO | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount 105,050 (375,644) 550,875 (1,812,180) 1,501,416          
Non-PEO NEO | Plus (less), change in average fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount (81,847) (51,043) (39,557) 159,916 389,395          
Non-PEO NEO | Plus, average pension service cost for services rendered during the year [Member]                    
Pay vs Performance Disclosure                    
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0          
v3.26.1
Award Timing Disclosure
3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2025
Award Timing Disclosures [Line Items]    
Award Timing Method   During fiscal year 2025, we did not provide any stock grants in the form of stock options to NEOs. We did not provide any stock
grants to an NEO during the four business days prior to or the one business day following the filing of our periodic reports or the
filing or furnishing of a Form 8-K that disclosed material nonpublic information, and we did not time the disclosure of material
nonpublic information for the purpose of affecting the value of executive compensation for any NEO stock grants in fiscal
year 2025.
Award Timing Predetermined false  
MNPI Disclosure Timed for Compensation Value false  
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true