Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On July 29, 2026, Roberto Stanichi was promoted to the position of President, Chief Marketing and Brand Officer of Mattel,
Inc. (the “Company” or “Mattel”). Mr. Stanichi, age 47, previously served as the Company’s Executive Vice President and
Chief Global Brand Officer. Mr. Stanichi oversees the Company’s brand and business strategy, marketing, consumer insights,
and product design functions and will continue to report to Ynon Kreiz, Mattel’s Chairman and Chief Executive Officer.
Mr. Stanichi has served as the Company's Executive Vice President and Chief Global Brand Officer since September 2025.
Previously, he served as Executive Vice President Hot Wheels and Head of Vehicles and Building Sets from September 2024 to
September 2025, and Senior Vice President Hot Wheels and Global Head of Vehicles from January 2020 to September 2024.
Mr. Stanichi originally joined Mattel in 2004 and has held a variety of senior leadership roles across the Company's global
brand portfolio. Prior to rejoining Mattel in 2020, he held positions at Spin Master and PepsiCo.
In connection with the promotion, on July 29, 2026, the Company entered into a letter agreement with Mr. Stanichi (the “Offer
Letter”), pursuant to which Mr. Stanichi will receive an annual base salary of $900,000. Effective for the 2026 performance
year, his annual target award under the Mattel Incentive Plan (the “MIP”) will be 100% of his annual base salary, up to a
maximum of 200% of his annual base salary.
In connection with the promotion, Mr. Stanichi will receive two special stock grants, each with a grant date of July 31, 2026
(the “Grant Date”): (i) an incremental stock grant with an aggregate grant value of $1,900,000, granted 50% in the form of
restricted stock units (“RSUs”) that vest as to 33%, 33% and 34% of the underlying shares on the first, second, and third
anniversaries of the Grant Date, respectively, and 50% in the form of performance stock units (“PSUs”) granted under, and
subject to the terms of, the Company’s 2026 Long-Term Incentive Program; and (ii) a promotion stock grant with an aggregate
grant value of $2,000,000, granted entirely in the form of RSUs that vest as to 50% of the underlying shares on each of the first
and second anniversaries of the Grant Date. The RSU portions of these grants will be converted into a number of RSUs by
dividing the applicable grant value by the closing price of Mattel common stock on the Grant Date, and each award is subject to
Mr. Stanichi’s continued employment with Mattel through the applicable vesting date.
Beginning in 2027, Mr. Stanichi’s annual target stock grant value will increase to $3,000,000, subject to annual approval by the
Compensation Committee of the Company’s Board of Directors. Mr. Stanichi will continue to receive a monthly car allowance
of $2,000, will remain subject to the Company’s stock ownership guidelines (with a target ownership level of three times his
annual base salary) and the Company’s Compensation Recovery Policy, and will participate in the Company’s Executive
Severance Plan as a Tier II participant. The stock grants described above will be granted under the Company’s Amended and
Restated 2010 Equity and Long-Term Compensation Plan, as amended, and the applicable form award agreements thereunder.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
There are no family relationships between Mr. Stanichi and any director or executive officer of the Company, and there are no
arrangements or understandings between Mr. Stanichi and any other person pursuant to which he was appointed to his new
position. Mr. Stanichi is not a party to any transactions of the type that would require disclosure under Item 404(a) of
Regulation S-K.
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
On July 31, 2026, Mattel issued a press release regarding Mr. Stanichi’s promotion, a copy of which is furnished as Exhibit
99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or
other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
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