On October 12, 2026, Mattel, Inc. filed an amendment to the employment agreement for its newly appointed Chief Executive Officer, Roger Lynch. The amendment modifies the terms of the offer letter originally signed on September 29, 2026, following recent external developments.
The amendment adjusts the timing for the grant of Mr. Lynch’s equity awards. Previously, the awards were scheduled to be granted on the last trading day of the month following his start date. Under the new terms, Mr. Lynch’s start date is October 12, 2026, and the restricted stock units and performance-based awards will be granted on this specific date.
The specific awards being granted include:
- Make-whole Restricted Stock Units: 461,538 shares.
- Inducement Performance-Based Restricted Stock Units: 461,538 units, with the initial share price based on the closing price on September 30, 2026.
- 2026 Annual Long-Term Incentive Award: 461,538 performance-based units (at target) and 307,692 restricted stock units.
The amendment also alters the severance terms for Mr. Lynch. If his employment is terminated on or before December 31, 2028, due to a change of control, the multiplier used to calculate his cash severance payment will increase from two times to 2.99 times his annual base salary. Additionally, the amendment includes a provision ensuring Mr. Lynch receives a payment that places him in the same after-tax position if he is subject to an excise tax under Section 4999 of the Internal Revenue Code.
