Andrew Oddie
About Andrew Oddie
Andrew Oddie, age 52, is Funko’s Chief Commercial Officer (since September 2023), after serving as Chief Revenue Officer (May 2022–September 2023) and Managing Director, EMEA (since joining Funko in January 2017). He has 25+ years in selling, manufacturing, and marketing pop culture merchandise; he founded Underground Toys and Forbidden Planet Home Shopping, sourced and oversaw manufacturing in the Far East, and grew Underground Toys’ sales to over $70 million before its acquisition by Funko in early 2017 . As performance context during his senior leadership tenure, Funko’s FY2024 net sales were $1,049,850 thousand and net income was -$15,070 thousand; the company’s TSR value of a fixed $100 investment was $78.03 for 2024 versus $45.05 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Funko, Inc. | Chief Commercial Officer | Sep 2023–present | Took on incremental sales and operational responsibilities; temporarily relocated to Greater Los Angeles to drive key milestones . |
| Funko, Inc. | Chief Revenue Officer | May 2022–Sep 2023 | Promoted with UK service agreement; target bonus equal to 75% of base . |
| Funko, Inc. | Managing Director, EMEA | Jan 2017–May 2022 | Led EMEA operations after Underground Toys acquisition . |
| Underground Toys Limited | Managing Director / Founder | Pre-2017 (acquired early 2017) | Built sales to over $70 million; sourced and oversaw Far East manufacturing . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forbidden Planet International | Board position | Not disclosed | Active sector board role (pop culture retail) . |
| Forbidden Planet New York | Board position | Not disclosed | Active sector board role . |
| Underground Toys Limited | Board position | Not disclosed | Active sector board role prior to Funko acquisition . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annualized Base Salary (GBP) | £496,501 | £496,500 | £508,914 |
| Annualized Base Salary (USD) | — | — | $648,152 (FX £1=$1.2736) |
| Target Bonus (% of salary) | 75% | 75% | 75% |
| Maximum Bonus (% of salary) | — | — | 150% |
| Perquisites | 5% monthly cash supplement in lieu of pension | — | £1,000/month car allowance; $13,850/month relocation stipend; up to 6 LAX–London round trips (business class) in initial relocation; additional flights if extended |
Performance Compensation
2024 Executive Incentive Plan (Company-wide metrics; measured semi-annually; Oddie target 75% of salary)
- Annual payout determination: 56% of target for NEOs; Oddie’s actual cash incentive earned: $272,650 .
- Metrics and outcomes:
H1 2024
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 50% | $29 | $34 | $44 | $38 | 133% |
| Net Sales ($MM) | 25% | $413 | $486 | $632 | $463 | 83% |
| DTC Revenue ($MM) | 25% | $101 | $119 | $155 | $110 | 73% |
| Total Weighted Attainment | — | — | — | — | — | 106% |
H2 2024
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 50% | $60 | $70 | $91 | $57 | 0% |
| Net Sales ($MM) | 25% | $551 | $648 | $842 | $586 | 70% |
| DTC Revenue ($MM) | 25% | $146 | $172 | $224 | $150 | 57% |
| Total Weighted Attainment | — | — | — | — | — | 32% |
Long-term equity performance (Company PSU cohorts)
| PSU Cohort | Metric | Threshold | Target | Max | Actual (latest year) | Overall Achievement |
|---|---|---|---|---|---|---|
| 2022–2024 PSUs | Net Sales ($MM) | $1,360 | $1,600 | $2,080 | $1,050 | 16.7% (3-year average) |
| 2022–2024 PSUs | Adj. EBITDA Margin (%) | 16.0% | 16.5% | 17.5% | 9.0% | 16.7% (3-year average) |
| 2023–2025 PSUs (Year 2) | Net Sales ($MM) | $1,211 | $1,425 | $1,853 | $1,050 | 0% (Year 2) |
2024 Annual Equity Grants
| Grant Date | Type | Shares | Vesting | Exercise Price |
|---|---|---|---|---|
| 3/13/2024 | Stock Options | 125,900 | 25% after 1 year; remaining 75% monthly over 36 months | $6.37 |
| 3/13/2024 | RSUs | 50,400 | 25% annually over 4 years | — |
Equity Ownership & Alignment
Beneficial ownership snapshot (as of April 28, 2025)
| Category | Amount |
|---|---|
| Class A shares owned directly | 42,459 |
| FAH, LLC common units | 29,448 |
| Vested options (exercisable) | 189,443 |
| RSUs vesting within 60 days of 4/28/2025 | 19,324 |
| Options vesting within 60 days of 4/28/2025 | 7,629 |
| Class A shares outstanding (reference) | 54,283,715 |
| Direct ownership as % of Class A (42,459 / 54,283,715) | ~0.078% |
Outstanding equity awards (selected details at FY-end 12/31/2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price | Notes |
|---|---|---|---|---|
| 7/30/2018 | 34,259 | — | $16.91 | — |
| 3/4/2019 | 42,000 | — | $19.89 | — |
| 4/21/2021 | 47,025 | 4,275 | $19.91 | RSUs outstanding 4,909 |
| 3/8/2022 | 16,156 | 7,344 | $17.09 | RSUs 9,399; PSUs unearned 9,398 |
| 3/6/2023 | 15,050 | 19,350 | $9.77 | RSUs 20,644; PSUs unearned 13,763 |
| 3/13/2024 | — | 125,900 | $6.37 | RSUs 50,400 |
| 5/12/2022 | — | — | — | RSUs 231,884 and 19,324 outstanding |
2024 vesting and option exercises (insider supply signals)
| Metric | 2024 Amount |
|---|---|
| Shares acquired on RSU vesting (#) | 58,127 |
| Value realized on RSU vesting ($) | $383,461 |
| Options exercised (#) | 38,513 |
| Value realized on option exercise ($) | $308,521 |
Alignment policies and guidelines
- Stock ownership guidelines: Other executive officers must hold stock equal to 1x annual base salary; compliance expected within 5 years; as of Dec 31, 2024, all executives and directors were in compliance or on track .
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging of Funko stock for all officers and directors .
- Clawbacks: SEC/Nasdaq-compliant 2023 recovery policy plus broader 2021 discretionary recoupment for misconduct or restatements .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement and role | Service Agreement (Funko UK Ltd.), initially for CRO (May 12, 2022; amended May 1, 2024) and continuing as CCO from Sept 20, 2023 . |
| Base salary | £496,501 at agreement inception; increased to £508,914 in 2024 . |
| Target bonus | 75% of base salary; paid based on company-wide metrics (Adjusted EBITDA, Net Sales, DTC Revenue) . |
| Benefits/perquisites | 5% monthly cash supplement in lieu of pension; £1,000/month car allowance; temporary relocation stipend $13,850/month; reimbursed LA–London travel per relocation amendment . |
| Severance (no CIC) | If terminated without “Cause” or resigns for “Good Reason”: base salary and contractual benefits for 12 months (or remainder of term) or pay in lieu of notice; lump-sum equal to 12 months of private medical insurance premiums; acceleration for time-based equity awards vesting in 12 months . |
| Severance (with CIC) | If termination occurs within 12 months following a Change in Control: 12 months base salary continuation in monthly installments (in lieu of notice) . |
| RSU acceleration (specific) | On qualifying termination, 50% of unvested RSUs from May 12, 2022 grant accelerate, subject to release . |
| Restrictive covenants | 12-month post-termination non-compete and non-solicit; perpetual confidentiality . |
Compensation Summary (multi-year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $594,892 | $627,429 | $648,153 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $6,044,187 | $494,434 | $416,598 |
| Option Awards ($) | $237,556 | $235,113 | $574,217 |
| Non-Equity Incentive Plan ($) | $259,489 | $235,286 | $272,650 |
| All Other Compensation ($) | $44,852 | $46,536 | $179,477 |
| Total ($) | $7,180,976 | $1,638,798 | $2,091,095 |
Governance and Peer Benchmarking
- Compensation peer group (unchanged from 2023): includes JAKKS Pacific, Spin Master, WWE, YETI, GoPro, Scholastic, and other consumer/entertainment names used for benchmarking; committee engages Semler Brossy as independent consultant .
- Say-on-Pay: 2023 NEO compensation received over 99% approval at the 2024 Annual Meeting .
- Key pay-for-performance levers: Net Sales, Adjusted EBITDA, Adjusted EBITDA Margin, and stock price recognized as most important financial measures linking pay to performance .
Risk Indicators and Red Flags
- Material weaknesses (company-level): Funko reported material weaknesses in internal control over financial reporting in FY2022 and FY2023 (adverse opinions); remediation in progress under PwC engagement begun May 2024 .
- Hedging/pledging prohibited; no tax gross-ups; option repricing requires shareholder approval—mitigates several governance red flags .
Investment Implications
- Pay-for-performance alignment is evident: Oddie’s cash bonus was fully tied to company metrics, yielding a below-target 56% payout in 2024; long-term incentives favor retention and stock-price alignment via 50/50 RSUs/options, with options vesting over 3+ years .
- Near-term supply overhangs: 50,400 RSUs from 2024 and sizable legacy RSUs (e.g., 231,884 from 5/12/2022) plus scheduled option vesting can create periodic selling pressure; 2024 vesting and exercises totaled 58,127 RSUs vested and 38,513 options exercised for Oddie .
- Retention incentives are strong: generous relocation/perks, 12-month severance and medical premium payments, and targeted equity acceleration on qualifying terminations—especially RSU acceleration from 2022 grant—reduce near-term departure risk but increase potential dilution and severance cash obligations .
- Alignment safeguards: strict ownership guidelines, clawbacks, and anti-hedging/pledging policies support investor alignment; equity-heavy mix and performance metrics centered on Net Sales and Adjusted EBITDA maintain focus on value creation .
- Control/Shareholder dynamics: with TCG’s significant stake and board influence, incentive structure remains under close oversight, while company-level internal control remediation remains a key execution risk to monitor .