JAKKS PACIFIC INC (JAKK)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
JAKKS PACIFIC INC · Meeting: June 5, 2026
Directors FOR
1
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of One Class III Director
MacPherson has been a director since September 2021 (roughly 4.5 years), has relevant consumer/entertainment industry experience from her two decades at Walt Disney, attended at least 75% of board meetings, holds no other public company board seats flagging overboarding concerns, and the TSR underperformance trigger does not fire — JAKKS's 3-year return of +17.4% trails the ^RUT (Russell 2000) by 38.8 percentage points, but the applicable policy threshold for a low-positive absolute 3-year TSR using the ^RUT benchmark is 50 percentage points, which is not met.
Only one director is up for election this year — Lori MacPherson, a Class III director. She passes all policy screens: no overboarding, adequate meeting attendance, relevant industry qualifications, and the TSR underperformance gap of 38.8pp versus the ^RUT (Russell 2000) falls short of the 50pp trigger threshold required to vote against.
Say on Pay
✗ AGAINSTCEO
Stephen G. Berman
Total Comp
$9,958,012
Prior Support
majority%
CEO Stephen Berman received total compensation of nearly $10 million in 2025, a year in which the company's stock price fell from approximately $28 to $17 — a roughly 40% decline — and significantly underperformed the ^RUT (Russell 2000) benchmark over the trailing 3 years by 38.8 percentage points. While performance-based stock award tranches tied to stock price milestones were added after shareholder feedback (a positive step), the $2.775 million cash bonus awarded for 2025 was entirely discretionary and paid in a year of poor stock performance and declining net income ($9.9 million in 2025 versus $34.2 million in 2024). For a company with a market cap of approximately $258 million, CEO pay of nearly $10 million represents a level that appears materially above what is warranted by title, sector, and market cap band benchmarks, and the above-benchmark variable pay was not earned in a year that rewarded shareholders.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
20 yrs
Audit Fees
$1,761,721
Non-Audit Fees
$9,000
BDO USA has served as JAKKS's auditor since June 2006, giving it approximately 20 years of tenure — just below the 25-year threshold that would trigger a concern. Non-audit fees of $9,000 represent less than 1% of total audit-related fees of $1,761,721, well within the 50% threshold, so there is no independence concern. BDO is a large national firm appropriate for a company of JAKKS's size, and no material financial restatements attributable to audit failure are disclosed.
Overall Assessment
The 2026 JAKKS Pacific annual meeting presents three standard proposals: a single director election (Lori MacPherson, who passes all policy screens), auditor ratification of BDO USA (no fee or tenure concerns), and a say-on-pay vote where we vote AGAINST due to CEO compensation of nearly $10 million that appears excessive relative to the company's ~$258 million market cap and was paid in a year of significant stock price decline and earnings deterioration. No stockholder proposals were submitted for this meeting.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing