Charles Denson

About Charles Denson

Independent Chairperson of the Board at Funko (FNKO). Age 68; director since 2017 (FAH, LLC since 2016). Former President of NIKE Brand (2001–2014) following a 35-year career at NIKE; currently President/CEO of Anini Vista Advisors. Education: B.A. in Business, Utah State University . The Board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Structure and independence: Denson serves as independent Chair; CEO role separated (Cynthia Williams), with no lead director because Chair is independent . Board confirms Denson’s independence .
• Committee assignments: Member, Nominating & Corporate Governance Committee (not Chair). Committee Chairs: Audit—Diane Irvine; Compensation—Sarah Kirshbaum Levy; Nominating & Corporate Governance—Jesse Jacobs .
• Attendance: Board held 7 meetings in FY2024; all directors attended ≥75% of Board and committee meetings except Michael Kerns (70%). Denson met the ≥75% threshold .
• Executive sessions: Independent directors meet in regularly scheduled executive sessions, presided over by the Chair when present .
• Stockholders Agreement influence: TCG has designation rights for up to two directors and agreed voting/quorum commitments, which can significantly influence elections; Denson is not a TCG designee .

Fixed Compensation

• Non-employee director policy (annual):
  • Board retainer: $90,000; Chairperson of the Board: $90,000; Audit Chair: $25,000; Audit Member: $5,000; Compensation Chair: $20,000; Compensation Member: $5,000; Nominating & Corporate Governance Chair: $15,000; Nominating & Corporate Governance Member: $5,000 .
• Annual equity awards (policy): Options targeted at $75,000 and RSUs targeted at $75,000; generally vest fully on first anniversary; accelerate upon change in control .
• Denson’s 2024 actual compensation:
  • Cash fees: $203,967
  • Option awards (grant-date value): $167,338
  • RSU awards (grant-date value): $96,224
  • Total: $467,529

Performance Compensation

• Director awards are time-based; no performance metrics disclosed for director compensation. Equity awards vest after one year; director equity accelerates on change of control .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep consumer brand and licensing acumen from NIKE; organizational leadership in public company context .
• Governance readiness: Independent Chair; Nominating & Corporate Governance Committee member; supports director recruitment/evaluations and governance guideline oversight .

Equity Ownership

Insider Trades

Governance Assessment

• Strengths

  • Independent Chair with clear separation from CEO; independent executive sessions; governance committees populated with independent directors .
  • Attendance threshold met; active engagement implied by Chair role .
  • Ownership alignment: meaningful equity holdings; options/RSUs vesting in near term; adherence to 5× retainer guideline and anti-pledging/hedging policies .
  • No Denson-specific related-party transactions or Section 16 delinquency disclosed .

• Risks and considerations

  • Company-level internal control material weaknesses in FY2022–FY2023 (adverse ICFR opinions); Audit Committee oversight active, but Denson is not on Audit—Chair should ensure remediation accountability and audit committee resourcing .
  • TCG’s stockholder agreement grants designation and voting leverage for two seats, significantly influencing director elections; monitor independence dynamics and potential concentration of influence (Denson is independent of TCG) .
  • One director (Kerns) fell below 75% attendance in FY2024; the Chair should continue to enforce attendance expectations .

• RED FLAGS

  • Governance influence: TCG’s ability to designate directors and quorum commitments may reduce contestability of elections and entrench influence .
  • Historical ICFR material weaknesses (FY2022–FY2023) represent a financial reporting risk; continued oversight of remediation is critical .

Committee Assignments (Current)

Director Compensation Policy Details

Implications: Denson’s cash/equity mix (~$204k cash; ~$263k equity grant-date value in 2024) aligns incentives to equity while compensating added Chair duties; equity acceleration on change in control reduces retention risk in a transaction context .

Attendance & Engagement

• Board met 7 times in FY2024; Denson attended ≥75% of Board/committee meetings; independent directors hold executive sessions; Chair oversees agendas and liaison duties with CEO .

Independence Status

• Independent director under Nasdaq rules; Chair qualifies as independent (no lead director appointed) .

Say-on-Pay & Shareholder Feedback

• FY2024 proxy cites prior say-on-pay approval of 99% for 2023 NEO compensation; indicates broad investor support for compensation governance practices .

Conclusion

Denson’s governance profile—independent Chair, solid attendance, material equity stake, and relevant brand/consumer expertise—supports investor confidence. Key monitoring items are remediation of historical ICFR weaknesses and balancing board independence under TCG’s designation/voting rights structure .