Mattel amends CEO Roger Lynch's offer: start Oct 12, 2.99x CIC severance, new 280G gross-up

MATTEL INC /DE/

Lynch's CEO start date moved to Oct 12, 2026; equity awards now granted that day instead of the last trading day of the month, following 'recent external developments.'
Grants: 461,538 make-whole RSUs, 461,538 inducement PSUs, 461,538 2026 annual LTI PSUs at target, and 307,692 RSUs.
Inducement PSU relative TSR starting price set at Mattel's Sept 30, 2026 closing price, the date his appointment was announced.
Change-in-control severance multiplier raised to 2.99x from 2x for a covered termination on or before Dec 31, 2028.
New Section 280G gross-up: if a change of control occurs by Dec 31, 2028, Lynch receives excise-tax reimbursement instead of the plan's contingent cutback.

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