Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 15, 2019, Mattel, Inc. (Mattel) entered into a letter agreement with Yoon Hugh, age 48, appointing
her as Senior Vice President and Corporate Controller, effective as of such date (the Letter Agreement). Mattels Corporate Controller is Mattels principal accounting officer.
Prior to joining Mattel and since February 2013, Ms. Hugh served as Senior Vice President, Controller, and Chief Accounting Officer of
Dole Food Company, Inc., a leading producer, marketer, and distributor of fresh fruit and fresh vegetables (Dole). In addition to this role, she also served as Chief Information Officer of Dole from 2014 to 2017. Ms. Hugh previously
served at Dole as Vice President, Controller, and Chief Accounting Officer from 2003 to February 2013, Controller and Chief Accounting Officer from 2002 to 2003, and Assistant Controller from 2001 to 2002. Prior to joining Dole, Ms. Hugh spent
over nine years at PricewaterhouseCoopers LLP. Ms. Hugh holds a B.A. in Business-Economics from University of California, Los Angeles.
Pursuant to the Letter Agreement, her employment with Mattel will commence on April 15, 2019 (hire date), and she will receive
an annual base salary of $375,000 and her annual target bonus under the Mattel Incentive Plan will be 50% of her base salary, prorated for 2019 based on her hire date. Ms. Hugh will receive a signing bonus of $50,000 payable within 30 days of
her hire date, which will be subject to repayment to the Company in the event she resigns or is terminated for cause (as defined in the Letter Agreement), in each case, within one year of her hire date. She will receive an additional
signing bonus of $50,000 payable in the pay period following the
one-year
anniversary of her hire date provided she has been continuously employed as a regular, full-time employee of the Company in good
standing through the first anniversary of her hire date. Ms. Hugh will receive
new-hire
equity grants on April 30, 2019 of (i) restricted stock units (RSUs) valued at $75,000, which
will be converted into a number of RSUs by dividing the grant value by the fair market value of Mattels common stock on the grant date, and will vest as to 33% on the first anniversary of the grant date, 33% on the second anniversary of the
grant date, and 34% on the third anniversary of the grant date, subject to her continued service with Mattel through the applicable vesting dates; and (ii) stock options valued at $75,000, which will be converted into a number of option shares
using a Black-Scholes valuation model, and will vest as to 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date, subject to her continued service with
Mattel through the applicable vesting dates. In addition, Ms. Hugh will be eligible to receive annual equity grants on August 1, 2019 pursuant to Mattels annual equity grant program, as well as a grant under Mattels 2019-2021
Long-Term Incentive Program. Ms. Hugh will also receive a monthly car allowance in the amount of $1,400 for her automobile expenses.
The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement included as
Exhibit 10.1 hereto.