Independent
Tenure on this board
8.8 yrs
Also a director at
Yelp Inc (YELP)
3 nominees · 3 ballot items.
Elect three Class III directors (Diane Irvine, Jesse Jacobs and Sarah Kirshbaum Levy); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026; and approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect Diane Irvine, Jesse Jacobs and Sarah Kirshbaum Levy as Class III directors to serve until the 2029 Annual Meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Funko’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the say-on-pay vote).
This management proposal requests a non-binding advisory ("say-on-pay") approval of the Company’s disclosed named executive officer compensation. The Board asks shareholders to endorse its overall compensation philosophy, which emphasizes performance-aligned pay through a mix of base salary, annual cash incentives tied to company metrics (including Net Sales and Adjusted EBITDA with an EBITDA gate), and equity-based long-term incentives (RSUs, stock options and, for the CEO, performance-based RSUs with stock-price hurdles). Management seeks approval to confirm that its approach—using equity to emphasize retention and long-term alignment, engaging an independent compensation consultant, and maintaining governance features like clawbacks and stock ownership guidelines—is consistent with shareholder expectations. Notably, the Compensation Committee did not pay company-wide 2025 cash bonuses because the Adjusted EBITDA gate was not achieved, while certain individual awards and CEO sign-on grants (including PSUs/RSUs with $8 and $20 stock-price hurdles and sizable sign-on RSUs) increase focus on long-term stock performance. The advisory vote is non-binding, but the Board and Compensation Committee state they will consider stockholder feedback and prior vote outcomes (the 2025 say-on-pay received over 95% support) when making future compensation decisions. Potential investor concerns stem from the magnitude and structure of CEO sign-on awards and the interplay between short-term metric gating (which produced 0% payouts in 2025) and significant equity grants; the Board’s public rationale centers on retention, alignment of management incentives with shareholder value, and use of market benchmarking. Given the corporate governance context disclosed elsewhere in the proxy (including prior internal control disclosures and an auditor transition), investors may evaluate this proposal in light of both pay design and overall governance and controls. The Board’s recommendation to vote FOR rests on the view that the compensation program aligns executives’ interests with long-term shareholder value while incorporating governance safeguards and independent advice.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TCG Capital Management, LP | 22.4% | 12,520,559 | $39M |
| 2 | Fund 1 Investments, LLCActivist | 9.6% | 5,365,798 | $17M |
| 3 | Ararat Capital Management LP | 4.5% | 2,514,703 | $8M |
| 4 | NOMURA HOLDINGS INC | 4.2% | 2,355,971 | $7M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.0% | 1,662,522 | $5M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.8% | 1,568,687 | $5M |
| 7 | BlackRock, Inc. | 2.7% | 1,497,597 | $5M |
| 8 | Hosking Partners LLP | 2.5% | 1,404,214 | $4M |
| 9 | MARSHALL WACE, LLP | 2.1% | 1,172,944 | $4M |
| 10 | CastleKnight Management LP | 2.1% | 1,171,355 | $4M |
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