Mattel sweetens new CEO Roger Lynch's change-of-control severance, citing 'recent external developments'

Mattel has rewritten the employment terms of incoming Chief Executive Roger Lynch to give him a bigger payout if he loses his job in connection with a sale of the company, the toymaker disclosed in a regulatory filing Wednesday.

The amendment to Lynch's offer letter, entered into Oct. 12, "was made following recent external developments," the filing said. Mattel did not describe those developments.

Under the change, if Lynch is terminated in a way that triggers severance under the company's Executive Severance Plan B in connection with a change of control on or before Dec. 31, 2028, the multiplier used to calculate his cash severance rises to 2.99 times from two times.

Mattel also agreed that if a change of control occurs by the end of 2028 and Lynch becomes subject to the excise tax under Section 4999 of the Internal Revenue Code, he will, subject to certain limitations, receive a payment that leaves him in the same position as if the tax did not apply.

The amendment locks in Lynch's start date as Oct. 12, 2026. Mattel first disclosed his appointment as CEO and the original offer letter in a filing on Sept. 30.

His equity awards were pulled forward as well. Rather than on the last trading day of the month in which he started, they are to be granted on the start date:

• 461,538 make-whole restricted stock units
• 461,538 inducement performance-based restricted stock units, with relative total shareholder return measured from Mattel's closing price on Sept. 30, the day his appointment was announced
• A 2026 annual long-term incentive award of 461,538 performance-based restricted stock units at target and 307,692 restricted stock units

The vesting and other terms of the awards are unchanged from the original offer letter, according to the filing. The amendment itself was filed as an exhibit.

Sources

1. Mattel, Inc., Form 8-K (Item 5.02), event date Oct. 12, 2026, filed Oct. 14, 2026, accession 0001193125-26-421751

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