Sector: Consumer Discretionary
FUNKO INC CLASS A · Meeting: June 3, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Election of Class III Directors
Against Analysis
Diane Irvine has served on the board since 2017, giving her full overlap with the severe 3-year stock decline of -52.9% versus the XLY benchmark's gain of +64.8% — a gap of -117.7 percentage points, far exceeding the 30-percentage-point trigger threshold for companies with negative absolute returns; the 5-year return of -79.1% confirms this is not a recent blip but sustained destruction of shareholder value, so no mitigating adjustment applies.
Jesse Jacobs joined the board in May 2022, which is more than 24 months ago, so he is not exempt from the performance trigger; Funko's stock has fallen -52.9% over three years while the XLY benchmark rose +64.8%, a gap of -117.7 percentage points well beyond the 30-point threshold, and the 5-year return of -79.1% shows no long-term track record to offset recent underperformance.
Sarah Kirshbaum Levy has served since September 2019, giving her full overlap with both the 3-year and 5-year underperformance periods; with the stock down -52.9% over three years against the XLY's gain of +64.8% (a -117.7 percentage-point gap) and down -79.1% over five years, the underperformance is deep and sustained with no mitigating long-term track record.
For Analysis
All three Class III director nominees are recommended AGAINST due to Funko's severe and sustained stock underperformance: the stock has declined -52.9% over three years while the XLY consumer discretionary benchmark gained +64.8%, a gap of -117.7 percentage points that far exceeds the 30-point policy threshold for companies with negative absolute returns. The 5-year return of -79.1% confirms this is not a transient downturn, eliminating any mitigating adjustment. Each nominee has served long enough to bear accountability for this outcome.
CEO
Josh Simon
Total Comp
$6,296,251
Prior Support
95%%
Josh Simon joined as CEO only on September 1, 2025 and received a total reported compensation of $6,296,251, the bulk of which is a large sign-on equity award structured as a single grant covering multiple future years — including performance-based stock awards that only pay out if the stock reaches $8 or $20 per share, which are meaningful hurdles given the current price of $4.42. For the other named executives, annual cash bonuses paid out at 0% because the company missed its profit target, demonstrating that the incentive plan actually withheld pay when the company underperformed. The pay mix skews heavily toward variable compensation (approximately 78% for the CEO and 66% for other executives), the company has a meaningful clawback policy, and the prior year's say-on-pay vote received over 95% support, so no negative triggers are met under the policy.
Auditor
PricewaterhouseCoopers LLP
Tenure
2 yrs
Audit Fees
$4,969,000
Non-Audit Fees
$10,000
PwC was first engaged in May 2024 (replacing EY), giving it only about two years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax fees of $8,000 plus other fees of $2,000) total $10,000 against audit fees of $4,969,000, a ratio of less than 1%, far below the 50% threshold. No material restatement attributable to PwC's work has been identified, and PwC is a Big 4 firm fully adequate for Funko's size and complexity.
The 2026 Funko annual meeting presents three proposals: all three Class III director nominees are recommended AGAINST due to Funko's catastrophic 3-year stock return of -52.9% versus the XLY benchmark's +64.8% gain (a -117.7 percentage-point gap), with the 5-year return of -79.1% confirming sustained value destruction. The auditor ratification and say-on-pay proposals both pass policy screens and are recommended FOR, as PwC is newly engaged with minimal non-audit fees, and the CEO's large sign-on award is heavily performance-gated while other executives received zero bonuses when the company missed its profit target.
