JAKKS PACIFIC INC
For the period ended Dec 6, 2024. Filed Oct 25, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 6, 2024 · Filed Oct 25, 2024
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Contents
Pay vs. Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following information about the relationship between executive compensation for our principal executive officers (“PEOs”) and non-PEO named executive officers (“NEOs”) as well as certain financial performance of the Company. The following table sets forth additional compensation information for our principal executive officer (PEO) and our non-PEO named executive officers (“Non-PEO NEOs”), calculated in accordance with Item 402(v) of Regulation S-K, for fiscal years 2023 and 2022.
| Value of Initial | ||||||
|---|---|---|---|---|---|---|
| Summary · Average Summary · Average · Fixed $100 | ||||||
| Compensation · Compensation · Compensation Table · Compensation · Investment | ||||||
| Table Total · Actually Paid · Total for · Actually Paid to · Based on Total · Net Income | ||||||
| Year | For PEO (1) | To PEO (2) | Non-PEO NEOs (3) | Non-PEO NEOs (4) | Non-PEO NEOs (5) | (in millions) |
| 2023 | $10,522,375 | $22,454,003 | $2,126,995 | $4,786,597 | $349.90 | $38,113 |
| 2022 | 13,087,414 | 15,174,520 | 2,252,570 | 3,082,281 | 172.15 | 91,083 |
| (1) | The dollar amounts reported are the amounts of total compensation reported for our PEO, Stephen G. Berman, in the Summary Compensation Table of our 10-K for fiscal years 2023 and 2022. |
| (2) | The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Berman during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, (iii) value of equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value of equity awards granted in prior years that were forfeited in subsequent years. |
| (3) | The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO, namely Messrs. Kimble and McGrath for fiscal years 2023 and 2022. |
| (4) | The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our PEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO in the Summary Compensation Table for fiscal years 2023 and 2022, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, (iii) value of equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value of equity awards granted in prior years that were forfeited in subsequent years. |
| (5) | Assumes an investment of $100 for the period starting on January 1, 2022 through the end of the listed fiscal year. The closing prices of the Company’s common stock as reported on Nasdaq, as applicable, on the following trading days were: (i) $10.16 on December 31, 2021; (ii) $17.49 on December 31, 2022; and (iii) $35.55 on December 31, 2023. |
The following table details the adjustments to the Summary Compensation Table to determine average “compensation actually paid” for the PEO and NEOs (other than the PEO), as computed in accordance with SEC Item 402(v). Amounts do not reflect the actual compensation earned by or paid to our PEO and NEOs during the applicable year.
| PEO | NEO | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Total Compensation (Per Comp Table) | $10,522,375 | $13,087,414 | $2,126,995 | $2,252,570 |
| Less: Grant date FV of RSUs on Summary Compensation Table | (3,499,994) | (5,726,466) | (681,822) | (936,002) |
| Add: YE FV of RSUs granted in CY and unvested in CY | 7,114,053 | 6,960,425 | 1,385,863 | 1,280,242 |
| Add: Change in FV of unvested awards granted in PY | 6,907,625 | 837,709 | 1,370,420 | 404,785 |
| Add: Change in FV from PY to vesting date of awards granted in PY that vested in CY | 1,409,944 | 15,438 | 604,432 | 80,687 |
| Less: Performance-based shares forfeited in CY (FV @ end of PY YE) | — | — | (19,291) | — |
| Average compensation actually paid | $22,454,003 | $15,174,520 | $4,786,597 | $3,082,282 |
In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above.
Relationship Between Pay and Performance
Our “total shareholder return,” as set forth in the above table, during the two-year period ended December 31, 2023 increased by 350% compared to (a) an increase in “compensation actually paid” to our PEO from $15,174,520 in 2022 to $22,454,003 in 2023 and (b) an increase in average “compensation actually paid” to our non-PEO NEOs from $3,082,281 in 2022 to $4,786,597 in 2023. In addition, our net income during the two-year period ended December 31, 2023 decreased by 58%, from $91.1 million in 2022 to $38.1 million in 2023, compared to the aforementioned changes in “compensation actually paid” to our PEO and non-PEO NEOs.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.