Diane Irvine
FunkoAbout Diane Irvine
Diane Irvine (age 66) has served on Funko’s Board since August 2017 and currently is a Class III director with her term expiring at the 2026 annual meeting. She is a former CEO, President, and CFO of Blue Nile and previously CFO of Plum Creek Timber; earlier in her career she was a partner at Coopers & Lybrand. She holds an M.S. in Taxation and a Doctor of Humane Letters from Golden Gate University and a B.S. in Accounting from Illinois State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Nile, Inc. | Chief Executive Officer | Feb 2008–Nov 2011 | Not disclosed |
| Blue Nile, Inc. | President | Feb 2007–Nov 2011 | Not disclosed |
| Blue Nile, Inc. | Chief Financial Officer | Dec 1999–Sep 2007 | Not disclosed |
| Plum Creek Timber Co. | Vice President & Chief Financial Officer | Feb 1994–May 1999 | Not disclosed |
| Coopers & Lybrand LLP | Various roles, most recently Partner | Sep 1981–Feb 1994 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Yelp Inc. | Director | Since Nov 2011 | Not disclosed |
| D.A. Davidson Companies | Director | Since Jan 2018 | Not disclosed |
| Farfetch Limited | Director (prior) | Aug 2020–Dec 2023 | Not disclosed |
| Casper Sleep Inc. | Director (prior) | Aug 2019–Jan 2022 | Not disclosed |
| XO Group Inc. | Director (prior) | Nov 2014–Dec 21, 2018 | Not disclosed |
| Rightside Group Ltd. | Director (prior) | Aug 2014–Jul 2017 | Not disclosed |
| CafePress, Inc. | Director (prior) | Jul 2012–May 2015 | Not disclosed |
| Blue Nile, Inc. | Director (prior) | May 2001–Nov 2011 | Not disclosed |
Board Governance
- Independence: The Board has affirmatively determined Diane Irvine is independent under Nasdaq rules .
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Audit Committee credentials: The Audit Committee met seven times in FY2024; the Board determined Ms. Irvine qualifies as an “audit committee financial expert” (alongside Mr. Harinstein) .
- Compensation Committee activity: Committee met seven times in FY2024; it engages independent consultant Semler Brossy; Ms. Irvine is a member (Chair is Sarah Kirshbaum Levy) .
- Attendance and engagement: There were seven Board meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings (except Michael Kerns at 70%). All directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session .
- Lead independent director: Not applicable; Board chair is independent (Charles Denson), so no lead director designated .
- Anti-hedging and pledging: Company policy prohibits directors from hedging or pledging Funko stock .
- Ownership guidelines: Non-employee directors must hold 5x annual retainer; as of Dec 31, 2024 all executives and directors were in compliance or on track .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Board annual retainer | $90,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer | $25,000 | Additional for chair |
| Compensation Committee member retainer | $5,000 | Additional for members |
| Total Cash Fees Earned (2024 actual) | $120,000 | Reported for Diane Irvine |
Performance Compensation
| Equity Element | 2024 Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Stock Options | $167,338 | 100% on June 4, 2025 (subject to service) | Director annual equity awards target $75k options; fair value can differ from target |
| Restricted Stock Units (RSUs) | $96,224 | 100% on June 4, 2025 (subject to service) | Director annual equity awards target $75k RSUs; fair value can differ from target |
- Director equity awards are time-based; no performance metrics are used for non-employee director equity compensation under the policy .
Other Directorships & Interlocks
- Compensation committee interlocks: None requiring disclosure in FY2024; committee members (including Irvine) were non-employees and no disclosable interlocks existed beyond those identified in the proxy .
- Major stockholder influence context: TCG holds significant voting power and has board designation rights, but Ms. Irvine is not a TCG designee; Board determined TCG-affiliated directors remain independent under Nasdaq rules .
Expertise & Qualifications
- Financial expertise: Former CFO roles and audit committee financial expert designation .
- Public company governance: Extensive director experience across consumer, e-commerce, and technology-related companies .
- Risk oversight: Chairs Audit Committee during a period of internal control remediation and auditor transition .
Equity Ownership
| Holder | Class A Shares | Options (Vested) | RSUs (to vest within 60 days of Apr 28, 2025) | Options (to vest within 60 days of Apr 28, 2025) | Beneficial Ownership (%) |
|---|---|---|---|---|---|
| Diane Irvine | 14,369 | 93,710 | 10,204 | 25,500 | <1% (“*”) |
- Beneficial ownership totals reflect SEC rules including exercisable options/awards within 60 days .
- Directors are subject to ownership guidelines (5x annual retainer) and anti-pledging/anti-hedging policies .
Governance Assessment
- Strengths
- Independent director with deep finance background; designated audit committee financial expert .
- Audit Committee leadership during auditor change from EY to PwC and ongoing internal control remediation; transparent reporting of material weaknesses and actions taken .
- Clear, shareholder-friendly policies: clawbacks, anti-hedging/pledging, and stock ownership guidelines for directors .
- Director compensation structure balanced with fixed retainers and time-based equity; no tax gross-ups or meeting fees disclosed .
- Watch items / RED FLAGS
- Continued internal control material weaknesses disclosed for 2022 and 2023; remediation progress should be monitored under Audit Committee oversight .
- Significant stockholder influence via TCG’s Stockholders Agreement and consent rights; while not directly tied to Irvine, board decision-making dynamics warrant investor attention .
Overall, Diane Irvine’s audit leadership and financial expertise support board effectiveness during a control remediation and auditor transition. Compensation and ownership policies align directors with shareholders, while the TCG governance structure remains a contextual risk factor to monitor .