Yevgeny Fundler
BUILD-A-BEAR WORKSHOPAbout Yevgeny Fundler
Build-A-Bear Workshop appointed Yevgeny Fundler as Chief Legal Officer and Secretary effective August 4, 2025, succeeding retiring General Counsel Eric Fencl; he reports to CEO Sharon Price John . Fundler previously led law departments at Benson Hill and American Railcar Industries, served as General Counsel of WestPoint Home, and held in-house roles with Icahn Enterprises and Icahn Associates; he holds a B.A. in International Business (San Diego State University) and a J.D. (University of California College of the Law, San Francisco) . BBW’s operating backdrop includes four consecutive years of record results, with FY2024 revenue of $496.4 million, EBITDA of $81.1 million, and net income of $51.8 million; the company’s five-year TSR translated a $100 investment to $1,085 by FY2024, underscoring strong performance alignment focus on EBITDA and revenue metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Benson Hill, Inc. | Head of law department (senior legal leadership) | Not disclosed | Led public-company law function; broad experience across legal, corporate governance, and finance matters . |
| American Railcar Industries, Inc. | Head of law department (senior legal leadership) | Not disclosed | Led legal department at a publicly traded manufacturer; governance and transactional breadth . |
| WestPoint Home LLC | General Counsel | Not disclosed | Enterprise legal stewardship and commercial contracting oversight . |
| Icahn Enterprises L.P. and Icahn Associates | In-house counsel | Not disclosed | Corporate, transactional, and governance exposure within diversified holdings . |
| Gordon Altman Weitzen Shalov & Wein | Associate | Not disclosed | Foundational legal practice experience . |
External Roles
- No public-company directorships disclosed in BBW filings announcing his appointment .
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | Not less than $350,000 per year; reviewed annually (no decreases during term) . |
| Target bonus | Not less than 50% of earned annual base pay; metrics set annually by Compensation Committee; payable in cash, stock, options, or combination . |
| Benefits and perquisites | Eligible for standard executive benefits; merchandise discount of at least 20% for employee and immediate family . |
| Term | Initial 3-year term from Aug 4, 2025, auto-renews for 1-year periods unless 60-day notice of non-renewal . |
Performance Compensation
- Annual cash incentive: Committee sets “sales, profits and other objectives” annually; the 2024 NEO plan design (context) used a 65% weighting on EBITDA and 35% on total revenue with threshold/target/max payout curves; 2024 actual payout was 85.8% of target after delivering EBITDA of $81.1 million and revenue of $496.4 million .
- Long-term incentives: Eligible under the Amended and Restated 2020 Omnibus Incentive Plan for restricted stock and/or other equity awards; company has favored performance-based and time-based restricted stock (no options outstanding as of FY2024) .
Company 2024 NEO Bonus Plan (context):
| Metric | Weight | Threshold | Target | Maximum | FY2024 actual | Payout result |
|---|---|---|---|---|---|---|
| Consolidated EBITDA | 65% | $76.8m | $80.8m | $86.8m | $81.1m | Contributed toward 85.8% total plan payout . |
| Total revenues | 35% | $485.0m | $515.0m | $540.0m | $496.4m | Contributed toward 85.8% total plan payout . |
2024–2026 PSU framework (context for design/vesting):
| Element | Terms |
|---|---|
| Performance metrics/weights | Cumulative EBITDA (65%) and cumulative total revenue (35%) over FY2024–FY2026 . |
| Payout scale | 0% (below threshold), 25% (threshold), 100% (target), 200% (max) . |
| Vesting | If earned, vests on April 30, 2027 . |
| Time-based RSU vesting cadence | One-third each on Apr 30, 2025; Apr 30, 2026; Apr 30, 2027 (for 2024 grants) . |
Note: Fundler’s specific equity grants were not disclosed in the appointment 8‑K or subsequent Q2 2025 10‑Q; his initial Form 3 reported no beneficial ownership (see Equity Ownership & Alignment) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 0 shares as of initial Form 3 filed Aug 5, 2025 (“No securities are beneficially owned.”) . |
| Ownership as % of outstanding | 0.0% based on Form 3 (no beneficial ownership) . |
| Vested vs unvested | 0 vested / 0 unvested reported at appointment (Form 3) . |
| Stock options | Company reported no outstanding stock options as of FY2024 . |
| Pledging/hedging | Company policy prohibits pledging and hedging by directors and officers . |
| Ownership guidelines | Executives (other than CEO) must hold shares equal to 1x base salary; 3 years to reach; sales restricted if below guideline . |
| 10b5‑1 trading plan | Q2 2025 10‑Q disclosed Rule 10b5‑1 plans for CEO and CFO; no adoption disclosed for Fundler in that quarter . |
Employment Terms
| Topic | Key provisions |
|---|---|
| Term and renewal | 3 years from Aug 4, 2025, auto-renewal for 1-year periods unless 60-day notice . |
| Cause / Good Reason | “Cause” includes gross misconduct, willful misconduct, certain felonies, material breach, or failure to follow directives (with notice/cure); “Good Reason” includes material breach by company, non-renewal notice by company, material diminution in total comp/authority, or relocation >25 miles (with notice/cure) . |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: base salary continuation for 12 months; prorated bonus per plan; lump-sum equivalent of 18 months of company-paid health/dental/vision premiums, subject to release . |
| Severance (with CIC) | If terminated without Cause or for Good Reason within 24 months after a CIC: base salary continuation for 18 months; prorated target bonus paid within 30 days; lump-sum equivalent of 18 months of company-paid health/dental/vision premiums (release requirement) . |
| Change-in-control definition | Standard multi-prong definition covering 20% ownership, board turnover, merger/reorg, liquidation or asset sale . |
| Bonus timing/treatment | Bonus payable after fiscal-year audit; proration upon certain terminations per agreement . |
| Equity eligibility | Eligible for restricted stock and/or other awards under the Amended and Restated 2020 Omnibus Incentive Plan . |
| Non-compete | 1 year post-termination in U.S. and any country where BBW has presence; carve-out where stuffed plush toy sales are not material and employee has no involvement in plush . |
| Non-solicit | 1 year restriction on soliciting BBW employees/partners . |
| Confidentiality/IP | Comprehensive confidentiality and invention assignment; company property return . |
| Arbitration | Company option for binding AAA employment arbitration in St. Louis County; remedies mirror court remedies . |
| 280G “best-net” | Excise-tax cutback/best-net approach; no tax gross-up; 409A compliance protections . |
| Clawback | Subject to BBW’s mandatory clawback policy for erroneously awarded incentive-based compensation following accounting restatements (NYSE Rule 10D‑1 compliant) . |
| Insider trading | Policy restricts trading windows and prohibits trading while in possession of MNPI . |
Investment Implications
- Pay-for-performance alignment: Target bonus floor at 50% and LTI eligibility are administered under a program that emphasizes profitability (EBITDA) and revenue, with capped payouts and mandatory clawback—hallmarks of disciplined incentive design .
- Retention risk: A 3-year initial term, 12–18 months salary continuation (CIC window), and 18 months of health benefit equivalents create moderate retention hooks without egregious payouts; no tax gross-up, but a best-net cutback reduces parachute risk .
- Insider selling pressure: Near-term pressure appears minimal—Fundler reported no beneficial ownership on his Form 3; future equity awards (if granted) would vest on standard BBW schedules (time-based annual tranches; PSUs at cycle end), creating predictable, scheduled liquidity moments rather than opportunistic selling .
- Governance quality: Anti-pledging/hedging, ownership guidelines (1x salary within 3 years), double-trigger CIC equity vesting approach, and an NYSE-compliant clawback indicate strong alignment with investor interests .
Monitor for: initial Form 4 filings (any sign-on equity), adoption of a Rule 10b5‑1 plan, and compensation disclosure in the next DEF 14A to quantify grant sizes, vesting schedules, and performance metric calibration.