Jason Harinstein
FunkoAbout Jason Harinstein
Jason Harinstein (age 49) has served as an independent Class I director of Funko, Inc. since December 2024, bringing deep CFO and corporate finance expertise from healthcare technology and collectibles sectors; he holds a B.A. from Northwestern University and an M.B.A. from the University of Chicago . He is currently an Audit Committee member, with the Board affirmatively determining his independence under Nasdaq rules . His current term as a Class I director runs to the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flatiron Health | Chief Financial Officer | Apr 2017 – Dec 2021 | Led finance at healthtech firm focused on oncology; foundational financial leadership experience . |
| Alkuri Global Acquisition Corp. | Director | Jan 2021 – Dec 2021 | SPAC board experience; exposure to public market transaction processes . |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Collectors Holdings, Inc. | Chief Financial Officer | Dec 2021 – present | Private | Provider of authentication/grading services; industry adjacency to collectibles . |
| Groupon, Inc. | Director | Jul 2023 – present | Public | Current outside public company directorship . |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met seven times in FY2024 .
- Audit Committee composition: Diane Irvine (Chair), Jason Harinstein, Sarah Kirshbaum Levy .
- Independence: Board determined Harinstein is independent under Nasdaq rules .
- Attendance: The Board held seven meetings in FY2024; each director attended at least 75% of Board and committee meetings during their service in 2024 (note Harinstein joined in December 2024) .
- Board leadership: Independent Chair (Charles Denson); no lead director currently as the Chair is independent .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Structural influence: TCG has designation rights and certain consent rights under a Stockholders Agreement, affecting board composition and major actions; TCG-affiliated directors are independent per Board determination .
Fixed Compensation
2024 non-employee director compensation (prorated for December 2024 appointment):
| Component | Amount ($) |
|---|---|
| Cash fees earned | 4,905 |
| Option awards (grant-date fair value) | 63,418 |
| Stock awards (RSUs, grant-date fair value) | 36,395 |
| Total | 104,717 |
Policy framework for director pay (ongoing, subject to proration when joining off-cycle):
- Annual cash retainers: Board member $90,000; Chair $90,000 (additional); Audit Chair $25,000; Audit member $5,000; Compensation Chair $20,000; Compensation member $5,000; Nominating Chair $15,000; Nominating member $5,000 .
- Annual equity: targeted $75,000 in stock options + $75,000 in RSUs; generally vest in full on the first anniversary; accelerate on change-in-control .
Performance Compensation
Company-level incentive metrics overseen by the Board/Compensation Committee (NEO annual bonus framework for FY2024):
| Metric (Weight) | H1 2024 Threshold | H1 2024 Target | H1 2024 Actual | H1 Payout (% of target) | H2 2024 Threshold | H2 2024 Target | H2 2024 Actual | H2 Payout (% of target) |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (50%) | $29MM | $34MM | $38MM | 133% | $60MM | $70MM | $57MM | 0% |
| Net Sales (25%) | $413MM | $486MM | $463MM | 83% | $551MM | $648MM | $586MM | 70% |
| DTC Revenue (25%) | $101MM | $119MM | $110MM | 73% | $146MM | $172MM | $150MM | 57% |
| Total weighted attainment | — | — | — | 106% | — | — | — | 32% |
Context: Company determined overall 2024 bonuses at 56% of target based on these outcomes; no discretionary uplifts were applied .
Other Directorships & Interlocks
| Individual | External Affiliation | Potential Interlock/Adjacency |
|---|---|---|
| Jason Harinstein | CFO, Collectors Holdings; Director, Groupon | Two Funko directors (Jesse Jacobs, Michael Kerns) are affiliated with TCG; Jacobs also serves on Collectors Universe’s board, creating an industry network with Harinstein’s employer; any transactions would be subject to Funko’s Related Person Transaction Policy . |
- Related person transactions oversight: Audit Committee approves/ratifies any >$120,000 transactions with related persons under a formal policy; management/legal screen and escalate; conflicted directors recuse .
Expertise & Qualifications
- Audit committee “financial expert”: Board determined both Harinstein and Irvine qualify as audit committee financial experts; all Audit members are independent and financially literate .
- Deep CFO experience across tech/collectibles; board believes his financial expertise and collectibles knowledge qualify him to serve .
Equity Ownership
| Category | Amount | Vesting/Status |
|---|---|---|
| Class A shares beneficially owned | 15,000 | Sole voting/dispositive power; <1% of outstanding |
| Unvested RSUs (director grant) | 3,108 | Vest 100% on Dec 13, 2025, subject to continued service |
| Unvested stock options (director grant) | 7,800 | Vest 100% on Dec 13, 2025, subject to continued service |
| Pledging/Hedging | Prohibited | Insider Trading Policy prohibits hedging and pledging (including margin accounts) |
| Ownership guidelines | 5x annual retainer (directors) | As of Dec 31, 2024, all directors were compliant or on track |
Governance Assessment
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Strengths:
- Independent audit oversight with Harinstein as a financial expert during a period of internal control remediation; Audit Committee actively engaged and recommended inclusion of audited 2024 financials in the 10-K .
- Clear director pay structure with balanced cash/equity and change-in-control acceleration disclosed; anti-hedging/anti-pledging and clawback policies strengthen alignment .
- Stock ownership guidelines for directors (5x retainer) with compliance/on-track status reported .
- High shareholder support in recent say-on-pay (99% at 2024 meeting for 2023 NEO comp), indicating positive investor sentiment on compensation governance .
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Risks/RED FLAGS to monitor:
- Internal control material weaknesses reported for FY2022 and FY2023; continued Audit Committee oversight is critical—while not attributed to Harinstein (joined Dec 2024), governance focus on remediation remains a priority .
- Structural influence from TCG under the Stockholders Agreement (designation rights/consents) can concentrate decision rights; Board concludes TCG-affiliated directors remain independent, but investors should monitor potential control dynamics .
- Industry adjacency/interlocks: Harinstein’s CFO role at Collectors Holdings and Jacobs’ directorship at Collectors Universe create network proximity to grading/authentication; no related-party transactions are disclosed in the sections reviewed, but any future dealings should be vetted under the Related Person Transaction Policy .
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Attendance/engagement:
- Board states directors met attendance expectations in 2024 (≥75%) with one exception (Kerns at 70%); Harinstein joined in December 2024 and is positioned for full participation going forward .
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Director compensation mix and alignment:
- For 2024 (partial year), Harinstein’s pay was largely equity-based (options/RSUs) with minimal cash retainer due to prorated service, aligning director incentives to stock performance and continued service .
- Annual awards vest after one year and accelerate on change-in-control, standard for director alignment .
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Policy safeguards:
- Comprehensive Related Person Transaction Policy (Audit Committee review/approval), clawback policies (2021 discretionary and 2023 SEC/Nasdaq-compliant), and strict insider trading/anti-hedging rules enhance governance quality .
Implication: Harinstein’s audit expertise and sector background are positives for board effectiveness amid prior control weaknesses. Monitor TCG structural rights and any future interactions with Collectors entities to ensure robust conflict management and continued independence under Funko’s policies .