extended exercise periods of up to three years following the termination date, and accelerated vesting of all unvested time-vesting RSUs; (iv) payment of a monthly amount equivalent to the
then current COBRA premium for up to two years; and (v) outplacement services for up to two years not to exceed $50,000.
The payments and benefits under the
Severance Plan are conditioned on Mr. Kreizs execution of a general release agreement with the Company and, in certain circumstances, compliance with post-employment covenants to (i) protect the Companys confidential
information; (ii) not accept employment with or provide services to a competitor or solicit the Companys employees for one year after the termination date; and (iii) not disparage or otherwise impair the Companys reputation,
goodwill, or the commercial interests of the Company, any of the Companys affiliated entities, its officers, directors, employees, stockholders, agents, or products.
CORPORATE GOVERNANCE STANDARDS AND PRACTICES BOARD LEADERSHIP STRUCTURE AND PROPOSAL 5 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT
BOARD CHAIRMAN
As discussed in the Proxy
Statement, the Board routinely evaluates and determines the most appropriate Board leadership structure for Mattel and its stockholders in light of Mattels specific characteristics or circumstances at any given time. As previously announced,
the Board had appointed Mr. Kreiz as Chairman of the Board effective upon his election to the Board at the 2018 Annual Meeting. Subsequently and in connection with Ms. Georgiadis resignation as CEO and Mr. Kreizs
appointment as CEO, the Board determined that at the present time the Company and its stockholders would be best served by a leadership structure in which a single person serves as Chairman and CEO, counterbalanced by a strong, independent Board led
by an Independent Lead Director. As a result, effective upon his election to the Board at the 2018 Annual Meeting, Mr. Kreiz will serve as the Chairman and CEO of the Company, and will be the only director who is not independent.
In evaluating Mattels
go-forward
Board leadership structure, the Board determined that this structure best enables Mattel
to accelerate progress on our transformation. The Board believes that the combined Chairman and CEO role will permit tight coordination between management and the Board, direct and timely communication, and optimal prioritization of the Board agenda
all as we navigate a critical period for the Company. Further, Mr. Kreiz, who joined the Companys Board in June 2017, brings substantial, relevant leadership experience to the Company and to the Chairman and CEO position, having
previously served in the combined role at Maker Studios, Inc., Endemol Group, and Fox Kids Europe N.V. As noted in the Proxy Statement, since joining the Board, Mr. Kreiz has been an invaluable resource for our management team and Board in
evaluating progress against our transformation efforts and cost savings initiative, and by contributing deep expertise in multimedia, entertainment, and content creation core areas of our strategy going forward. Mr. Kreiz is committed to
building on the Companys existing strategy as we continue to aggressively implement our transformation plan.
Moreover, independent leadership still remains
an important pillar of our Board leadership structure and, as such, we will continue to have an Independent Lead Director with robust, well-defined responsibilities, providing the same leadership, oversight, and benefits to the Company and Board
that would be provided by an independent chairman. Michael J. Dolan currently serves as Independent Lead Director of Mattel with the responsibilities that are set forth below and on page 14 of the Proxy Statement under Corporate
Governance at Mattel Corporate Governance Standards and Practices Board Leadership Structure
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Mattel, Inc.
2018 Proxy Statement
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