Jesse Jacobs

About Jesse Jacobs

Jesse Jacobs, age 49, has served as an independent Class III director of Funko since May 2022. He is a Partner and co‑founder of The Chernin Group (TCG) (2010), with prior roles at Goldman Sachs’ media/entertainment/sports advisory team, Fox Sports/CBS Sports production, and digital media at iFilm and Yahoo! Internet Life; he holds a B.A. from the University of Pennsylvania and an M.B.A. from Wharton. The Board has affirmatively determined he is independent under Nasdaq rules notwithstanding his affiliation with TCG, which owns ~22.8% of combined voting power; his current term runs to the 2026 annual meeting.

Past Roles

External Roles

Board Governance

• Structure and independence: Funko’s 9‑member board is staggered into three classes; Jacobs is Class III (term ends 2026). The Board deems Jacobs independent under Nasdaq rules despite TCG affiliation (TCG holds ~22.8% combined voting power).
• Committee assignments: Chair, Nominating & Corporate Governance Committee; not on Audit or Compensation.
• Attendance and engagement: Board met 7 times in 2024; all directors attended ≥75% of Board and committee meetings except Michael Kerns (70%); independent directors meet in regular executive sessions. Nominating & Governance met 3 times in 2024 (Jacobs chaired). All directors attended the 2024 annual meeting.
• Stockholder influence and interlocks: Under the Stockholders Agreement, TCG can designate up to two directors while owning ≥20% and has consent rights over specified corporate actions while owning ≥22% (e.g., change‑in‑control, asset sales, governance document changes, equity issuances outside plans), a material influence factor for minority investors.

Fixed Compensation (Director)

Notes: Directors are also eligible for equity awards (see Performance Compensation).

Performance Compensation (Director Equity)

• Director equity is time‑based (no performance metrics) and accelerates upon a change in control per plan terms.

Other Directorships & Interlocks

Expertise & Qualifications

• Investment/operator in media, entertainment, sports and consumer digital businesses; extensive private investing and board experience across content, gaming, collectibles, and creator economy assets.
• Strategic, M&A and financing experience (Goldman Sachs); operating exposure at Fox Sports/CBS Sports, iFilm and Yahoo! Internet Life; U.S. top‑tier academic credentials (UPenn/Wharton).

Equity Ownership

Additional alignment policies:

• Stock ownership guidelines: Non‑employee directors expected to hold ≥5x annual retainer within 5 years; as of Dec 31, 2024, all directors were in compliance or on track.
• Anti‑hedging/anti‑pledging: Hedging and pledging of company stock prohibited for directors.

Insider Trades and Section 16 Compliance

Governance Assessment

• Positives

  • Independent director with relevant sector and growth equity expertise; chairs Nominating & Corporate Governance, which oversaw three committee meetings in 2024.
  • Attendance: Board met 7 times; Jacobs attended at least 75% (only one director fell below 75%). Executive sessions held regularly; all directors attended the 2024 annual meeting.
  • Alignment policies: Robust stock ownership guidelines (5x retainer) and prohibitions on hedging/pledging.
  • Shareholder support: Say‑on‑pay received >99% approval at 2024 annual meeting (for 2023 NEO compensation), signaling constructive investor sentiment.

• Risks/Watch‑outs

  • Influence/related‑party dynamics: TCG’s substantial stake, board designation rights, and ≥22% consent rights create potential minority‑holder governance risk; Jacobs’ role at TCG requires ongoing monitoring for conflicts (Board nevertheless deems him independent).
  • Section 16 compliance: Late Form 4s for Jacobs/TCG in 2024 are a process red flag; ensure improvements in reporting controls.
  • Company‑level controls: Material weaknesses in internal control over financial reporting were disclosed for 2022–2023; while remediations are underway with auditor oversight, board‑level risk oversight remains critical.

Director Compensation (2024)

Policy reference: Non‑employee director annual equity target of $75,000 in stock options and $75,000 in RSUs (time‑based; vest on first anniversary); cash retainers per policy table above.

Board Governance Snapshot (Jacobs)

RED FLAGS: TCG consent rights at ≥22% (potential control influence), and late Section 16 filings for Jacobs/TCG in 2024. Monitor independence judgments, related‑party review rigor, and Section 16 process remediation.