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Mattel (NASDAQ: MAT) boosts Stanichi pay with $3M annual equity target

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mattel, Inc. promoted Roberto Stanichi to President, Chief Marketing and Brand Officer effective July 29, 2026. He oversees brand and business strategy, marketing, consumer insights, and product design across Mattel’s global portfolio and continues to report to Chairman and CEO Ynon Kreiz.

Under a new offer letter, Stanichi receives an annual base salary of $900,000, with a Mattel Incentive Plan target bonus equal to 100% of salary and a maximum of 200%. He is granted an incremental equity award valued at $1,900,000 (50% RSUs vesting over three years and 50% PSUs under the 2026 Long-Term Incentive Program) and a promotion RSU award valued at $2,000,000 vesting over two years. Beginning in 2027, his annual target stock grant value increases to $3,000,000, subject to Compensation Committee approval. He also receives a $2,000 monthly car allowance, remains subject to stock ownership guidelines equal to three times his base salary, and participates in Mattel’s Executive Severance Plan as a Tier II participant. Mattel states there are no family relationships or related-party transactions requiring disclosure.

Positive

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Negative

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Filing Explained

Potential future equity issuance could dilute existing holders, but the filing does not establish issued shares or current dilution.

This Form 8-K records Mattel’s July 29 promotion of Roberto Stanichi and the related compensation arrangement; the special equity awards are disclosed with a July 31 grant date, but their RSU share count is determined by that day’s closing price.

The awards therefore establish compensation terms rather than a stated number of shares issued: the RSUs vest over one to three years, and all awards are subject to continued employment through the applicable vesting date. If shares are ultimately issued, the additional share count would reduce existing holders’ percentage ownership absent offsetting changes; the filing does not establish that this dilution has occurred. The specified sizing input is the July 31 closing price, while PSU treatment remains subject to the 2026 Long-Term Incentive Program.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual base salary $900,000 Base salary for Roberto Stanichi as President, Chief Marketing and Brand Officer
MIP target bonus 100% of annual base salary Target award under Mattel Incentive Plan for 2026 performance year
MIP maximum bonus 200% of annual base salary Maximum award opportunity under Mattel Incentive Plan
Incremental stock grant value $1,900,000 Special incremental grant, 50% RSUs and 50% PSUs, Grant Date July 31, 2026
Promotion stock grant value $2,000,000 Promotion RSU grant vesting 50% on each of first and second anniversaries
Annual target stock grant from 2027 $3,000,000 Annual target equity value beginning in 2027, subject to Compensation Committee approval
Monthly car allowance $2,000 Ongoing car allowance for Roberto Stanichi
Stock ownership guideline 3 times annual base salary Target ownership level under Mattel’s stock ownership guidelines
restricted stock units financial
"granted 50% in the form of restricted stock units (“RSUs”) that vest as to 33%"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"50% in the form of performance stock units (“PSUs”) granted under"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Mattel Incentive Plan financial
"his annual target award under the Mattel Incentive Plan (the “MIP”)"
Long-Term Incentive Program financial
"under, and subject to the terms of, the Company’s 2026 Long-Term Incentive Program"
A long-term incentive program is a company plan that pays executives or employees rewards—often stock, options, or cash—only if the business hits performance goals over several years. It matters to investors because these payouts align managers’ interests with shareholders, encouraging decisions that boost sustained growth and share value rather than short-term gains; think of it as a multi-year bonus tied to measurable company outcomes.
Compensation Recovery Policy financial
"will remain subject to the Company’s stock ownership guidelines ... and the Company’s Compensation Recovery Policy"
Executive Severance Plan financial
"and will participate in the Company’s Executive Severance Plan as a Tier II participant"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive change did Mattel (MAT) announce for Roberto Stanichi?
Mattel promoted Roberto Stanichi to President, Chief Marketing and Brand Officer effective July 29, 2026. He leads global brand and business strategy, marketing, consumer insights, and product design, and continues reporting to Chairman and CEO Ynon Kreiz.

What is Roberto Stanichi’s new base salary at Mattel (MAT)?
Roberto Stanichi’s annual base salary is set at $900,000. In addition, his target bonus under the Mattel Incentive Plan equals 100% of salary, with a maximum opportunity of 200% of his annual base salary for the 2026 performance year.

What special equity awards will Roberto Stanichi receive from Mattel (MAT)?
Stanichi receives an incremental stock grant valued at $1,900,000 (50% RSUs, 50% PSUs) and a promotion RSU grant valued at $2,000,000. These awards vest over two to three years, conditioned on his continued employment with Mattel.

How will Roberto Stanichi’s ongoing equity compensation at Mattel (MAT) change?
Beginning in 2027, Stanichi’s annual target stock grant value will be $3,000,000, subject to annual approval by Mattel’s Compensation Committee. This amount reflects his expanded responsibilities as President, Chief Marketing and Brand Officer.

What additional benefits and policies apply to Roberto Stanichi at Mattel (MAT)?
Stanichi receives a $2,000 monthly car allowance, must meet stock ownership guidelines equal to 3x his base salary, remains subject to Mattel’s Compensation Recovery Policy, and participates in the Executive Severance Plan as a Tier II participant.
0000063276false00000632762026-07-292026-07-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
______________________________________________ 
Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
July 29, 2026
______________________________________________
MATTEL, INC.
(Exact name of registrant as specified in its charter)
 ______________________________________________
 
Delaware
 
001-05647
 
95-1567322
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
 
(I.R.S. Employer
Identification No.)
333 Continental Boulevard
El Segundo, California 90245-5012
(Address of principal executive offices)
Registrant's telephone number, including area code
(310) 252-2000
N/A
(Former name or former address, if changed since last report)
  ______________________________________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $1.00 per share
MAT
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.    ☐
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.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
 
Exhibit No.
  
Exhibit Description
10.1
Letter Agreement between Mattel, Inc. and Roberto Stanichi, dated July 29, 2026, regarding his promotion
to President, Chief Marketing and Brand Officer
99.1*
Press release dated July 31, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL Document)
*Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
 
MATTEL, INC.
Registrant
By:
/s/ Jonathan Anschell
 
Name:
Jonathan Anschell
 
Title:
Executive Vice President, Chief Legal
Officer, and Secretary
Dated: July 31, 2026
Exhibit 99.1
image_0.jpg
Mattel Promotes Roberto Stanichi to President, Chief Marketing and Brand Officer
image_1.jpg
EL SEGUNDO, Calif., July 31, 2026 — Mattel, Inc. (NASDAQ: MAT) today announced the promotion of Roberto Stanichi to President, Chief Marketing and Brand Officer.
Ynon Kreiz, Chairman and Chief Executive Officer of Mattel, said: “Roberto has made significant progress establishing Mattel’s brand-centric organization and operating model. We have further aligned our brands, marketing, and demand creation capabilities to manage our portfolio more holistically and advance our strategy to grow our IP-driven play and family entertainment business. We look forward to building on this momentum under Roberto’s leadership.”
Stanichi oversees Mattel’s world-class portfolio of global brands including Hot Wheels, Barbie, Fisher-Price, and UNO, leading brand and business strategy, marketing, consumer insights, and product design. He has been instrumental in leading Mattel’s evolution to a brand-centric operating model since becoming Chief Global Brand Officer in 2025. He has enhanced brand stewardship from global strategy to local markets while creating an integrated approach across brand management, design, franchise, entertainment, and marketing.
Stanichi added: “Our brands are at the center of everything we do, and our iconic portfolio gives us a tremendous opportunity to build even stronger connections with fans around the world. It is an honor to lead Mattel's global brands and work alongside our talented teams to help drive Mattel’s next phase of growth.”
Prior to being named Chief Global Brand Officer, Stanichi served as Head of Vehicles and Building Sets, overseeing Hot Wheels’ record-setting growth, Matchbox, Thomas &


Friends, MEGA BLOKS, and the successful launch of Mattel Brick Shop. He previously held senior leadership roles across categories such as Infant, Toddler & Preschool, Action Figures, Building Sets, and Games in his more than 20 years at Mattel.
About Mattel  
Mattel is a leading global play and family entertainment company and owner of one of the most iconic brand portfolios in the world. We engage consumers and fans through our franchise brands, including Barbie®, Hot Wheels®, Fisher-Price®, American Girl®, Thomas & Friends™, UNO®, Masters of the Universe®, Matchbox®, Monster High®, and Polly Pocket®, as well as other popular properties that we own or license in partnership with global entertainment companies. Our offerings include toys, content, consumer products, digital and live experiences. Our products are sold in collaboration with the world’s leading retail and ecommerce companies. Since its founding in 1945, Mattel is proud to be a trusted partner in empowering generations to explore the wonder of childhood and reach their full potential. Visit us at mattel.com. 
Press Contact
Catherine Frymark
catherine.frymark@mattel.com


Source: View Original Filing on SEC EDGAR

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