FUNKO, INC., DEF 14A filed on 4/24/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name FUNKO, INC.
Entity Central Index Key 0001704711
v3.24.1.u1
Pay vs Performance Disclosure
number in Thousands
6 Months Ended 12 Months Ended
Dec. 31, 2023
Jul. 12, 2023
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table    
Year
Summary Compensation Table Total for PEO (Mariotti) ($)(4)
Compensation Actually Paid to PEO (Mariotti) ($)(1)(4)
Summary Compensation Table Total for PEO (Perlmutter) ($)(5)
Compensation Actually Paid to PEO (Perlmutter) ($)(1)(5)
Summary Compensation Table Total for PEO (Lunsford) ($)(6)
Compensation Actually Paid to PEO (Lunsford) ($)(1)(6)
Average Summary Compensation Table Total for Non-PEO NEOs ($)
Average Compensation Actually Paid to Non-PEO NEOs ($) (1)
Value of Initial Fixed $100 Investment Based on:Net Income ($) (in thousands)
Net Sales(3) ($) (in thousands)
Total Shareholder Return ($)
Peer Group Total Shareholder Return ($) (2)
20232,247,043 (823,086)— — 1,335,897 1,257,263 1,665,765 1,185,547 45.05 142.24 (164,438)1,096,086 
20223,130,262 (3,979,745)4,214,325 (298,106)— — 2,562,172 1,448,176 63.58 113.10 (5,240)1,322,706 
20215,439,651 13,984,354 — — — — 2,362,586 5,430,853 109.56 163.03 67,854 1,029,293 
20202,627,245 (2,902,267)— — — — 1,357,551 (625,704)60.49 126.95 9,763 652,537 
     
Company Selected Measure Name     Net Sales      
Named Executive Officers, Footnote     Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
YearPEO Non-PEO NEOs
2023Brian Mariotti and Michael LunsfordSteve Nave, Andrew Perlmutter, Andrew Oddie, Tracy Daw, and Scott Yessner
2022Brian Mariotti and Andrew PerlmutterScott Yessner, Andrew Oddie, Tracy Daw, and Jennifer Fall Jung
2021Brian MariottiAndrew Perlmutter and Jennifer Fall Jung
2020Brian MariottiAndrew Perlmutter and Jennifer Fall Jung
Effective July 13, 2023, Mr. Mariotti ceased serving as our Chief Executive Officer, and Mr. Lunsford commenced serving as our Interim Chief Executive Officer. Effective February 27, 2023, Mr. Nave succeeded Mr. Yessner (who had been serving as the Company's Interim Chief Financial Officer) as Chief Financial Officer and Chief Operating Officer. Mr. Yessner did not receive any compensation other than a weekly flat fee of $38,000 paid to Tatum (as defined above) for his services as Interim Chief Financial Officer.
     
Peer Group Issuers, Footnote     For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Russell 2000 Consumer Discretionary Index (the “Peer Group”).I      
Adjustment To PEO Compensation, Footnote    
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
2023
AdjustmentsPEO (Lunsford)PEO (Mariotti)Average Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY(1,113,927)(1,113,149)(790,553)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End1,029,414 — 709,534 
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date— 842,330 — 
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End— — (178,338)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date 5,879 (2,799,310)(220,561)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End— — — 
TOTAL ADJUSTMENTS(78,634)(3,070,129)(479,918)
The fair values of RSUs, PSUs, and stock options included in the compensation actually paid to our PEOs and the average compensation actually paid to our NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2022. Any changes to the RSU and PSU fair values from the grant date (for current year grants) and from prior year-end (for prior year RSU grants) are based on our updated stock price at the respective measurement dates as well as updated performance metric projections (for PSUs). Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, peer volatility, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.
     
Non-PEO NEO Average Total Compensation Amount     $ 1,665,765 $ 2,562,172 $ 2,362,586 $ 1,357,551
Non-PEO NEO Average Compensation Actually Paid Amount     $ 1,185,547 1,448,176 5,430,853 (625,704)
Adjustment to Non-PEO NEO Compensation Footnote    
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
2023
AdjustmentsPEO (Lunsford)PEO (Mariotti)Average Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY(1,113,927)(1,113,149)(790,553)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End1,029,414 — 709,534 
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date— 842,330 — 
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End— — (178,338)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date 5,879 (2,799,310)(220,561)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End— — — 
TOTAL ADJUSTMENTS(78,634)(3,070,129)(479,918)
The fair values of RSUs, PSUs, and stock options included in the compensation actually paid to our PEOs and the average compensation actually paid to our NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2022. Any changes to the RSU and PSU fair values from the grant date (for current year grants) and from prior year-end (for prior year RSU grants) are based on our updated stock price at the respective measurement dates as well as updated performance metric projections (for PSUs). Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, peer volatility, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.
     
Compensation Actually Paid vs. Total Shareholder Return    
Company and Peer TSR v2.jpg
     
Compensation Actually Paid vs. Net Income    
Company Net Income v2.jpg
     
Compensation Actually Paid vs. Company Selected Measure    
Company Net Sales v2.jpg
     
Total Shareholder Return Amount     $ 45.05 63.58 109.56 60.49
Peer Group Total Shareholder Return Amount     142.24 113.10 163.03 126.95
Net Income (Loss)     $ (164,438,000) $ (5,240,000) $ 67,854,000 $ 9,763,000
Company Selected Measure Amount     1,096,086 1,322,706 1,029,293 652,537
Additional 402(v) Disclosure     Net Sales is a GAAP measure. The Company selected Net Sales as the Company-Selected Measure due to it being an important financial performance measure that helps link compensation actually paid to the Company’s NEOs to the Company’s performance for the most recently completed fiscal year. Specifically, Net Sales is used to evaluate performance under the 2022 Executive Incentive Plan, a short-term cash incentive plan under which participating employees are eligible to earn cash bonuses based on the Company’s achievement of Net Sales as well as several other Company and individual performance goals. Net Sales is also used as a performance metric in our long-term equity incentive program for our PSUs, which are eligible to be earned over a three-year performance period based on achievement of Net Sales and Adjusted EBITDA Margin targets.Represent summary compensation and compensation actually paid to Mr. Mariotti, who reassumed the role of Chief Executive Officer effective December 5, 2022 until June 13, 2023.
(5)Represents summary compensation and compensation actually paid to Mr. Perlmutter, who served as Chief Executive Officer from January 3, 2022 until December 5, 2022.
     
Measure:: 1            
Pay vs Performance Disclosure            
Name     •Net Sales      
Measure:: 2            
Pay vs Performance Disclosure            
Name     •Adjusted EBITDA      
Measure:: 3            
Pay vs Performance Disclosure            
Name     Adjusted EBITDA Margin      
Michael Lunsford [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     $ 1,335,897      
PEO Actually Paid Compensation Amount     1,257,263      
PEO Name Mr. Lunsford          
Brian Mariotti [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     2,247,043 $ 3,130,262 $ 5,439,651 $ 2,627,245
PEO Actually Paid Compensation Amount     (823,086) $ (3,979,745) $ 13,984,354 $ (2,902,267)
PEO Name   Mr. Mariotti   Mr. Mariotti Mr. Mariotti Mr. Mariotti
Andrew Perlmutter [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount       $ 4,214,325    
PEO Actually Paid Compensation Amount       (298,106)    
PEO | Michael Lunsford [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (1,113,927)      
PEO | Michael Lunsford [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (78,634)      
PEO | Michael Lunsford [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     1,029,414      
PEO | Michael Lunsford [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
PEO | Michael Lunsford [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
PEO | Michael Lunsford [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     5,879      
PEO | Michael Lunsford [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
PEO | Brian Mariotti [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       (1,113,149)    
PEO | Brian Mariotti [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       (3,070,129)    
PEO | Brian Mariotti [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       0    
PEO | Brian Mariotti [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       0    
PEO | Brian Mariotti [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       842,330    
PEO | Brian Mariotti [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       (2,799,310)    
PEO | Brian Mariotti [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       $ 0    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (790,553)      
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (479,918)      
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     709,534      
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (178,338)      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (220,561)      
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     $ 0