Josh Simon
FunkoAbout Josh Simon
Josh Simon, age 47, was appointed Chief Executive Officer and Class II director of Funko effective September 1, 2025; he holds a B.A. in Economics from Harvard University and brings extensive licensing, merchandising, and consumer products leadership experience from Netflix, Nike, and Disney . At appointment, his initial Form 3 reported no beneficial ownership of Funko securities; his equity exposure is primarily via sign-on RSUs with time-based and stock‑price vesting conditions, aligning incentives with long‑term stock performance . Given his short tenure, company TSR, revenue growth, and EBITDA growth attributable to his leadership are not yet disclosed; the company emphasizes Adjusted EBITDA, Net Sales, DTC Revenue, and stock price as key pay-for-performance measures in executive compensation frameworks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Netflix, Inc. | Vice President, Global Consumer Products | Mar 2020–Aug 2025 | Led global consumer products, live experiences, and Roald Dahl Story Company; launched first Netflix consumer-products e‑commerce platform; managed major retail relationships; scaled >40 live experiences across 300 cities |
| Nike, Inc. | VP, Product & Merchandising Strategy; Head of Global Category Strategy | Jan 2015–Feb 2020 | Drove category strategy and product/merchandising strategy for global businesses |
| The Walt Disney Company | Director of Production & Development | 2000–2006 | Senior roles in media/entertainment product development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in company filings | — | — | Company biography lists prior employers and roles; no other current public boards disclosed |
Fixed Compensation
| Component | Amount/Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $1,000,000 per year | Sep 1, 2025 | Per Employment Agreement |
| Target Annual Cash Incentive | 100% of base salary | Sep 1, 2025 | Plan metrics set annually by Board/committee |
| Annual LTI (recurring) | ≥$2,500,000 grant date value, RSUs vesting over 4 years | Commencing FY 2027 | As determined by Board/committee; no annual award for FY 2026 unless otherwise decided |
| Relocation Assistance | Up to $100,000 | Within first year | Relocate primary residence within 50 miles of Everett, WA by 1st anniversary; split work location year one |
Performance Compensation
| Metric/Award | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Inducement RSUs (750,000 shares) – Time-based portion | 33% | Service vesting | Not disclosed | N/A | Vests in 3 equal annual installments on each of first 3 anniversaries of Sep 1, 2025, subject to continued service |
| Inducement RSUs – Stock Price Hurdle #1 | 33% | ≥$8.00 per share (45-trading-day trailing avg or change-in-control price) | Not disclosed | N/A | Must be achieved prior to 7th anniversary; service condition applies |
| Inducement RSUs – Stock Price Hurdle #2 | 33% | ≥$20.00 per share (45-trading-day trailing avg or change-in-control price) | Not disclosed | N/A | Must be achieved prior to 7th anniversary; service condition applies |
| Start Date RSUs (1,000,000 shares) | 100% | Service vesting | Not disclosed | N/A | Vests in 4 equal annual installments on each of first 4 anniversaries of Sep 1, 2025; accelerates fully upon change in control (single-trigger for this award) |
Company-wide incentive design uses Adjusted EBITDA (50%), Net Sales (25%), and DTC Revenue (25%) with semiannual measurement; payouts scale 0–200% via linear interpolation. These measures inform NEO incentives; Josh Simon’s cash bonus metrics will be set for future years by the committee .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Beneficial Ownership at Appointment | Form 3 reported “No securities are beneficially owned” as of Sep 3, 2025 |
| Sign-on Equity | 1,000,000 RSUs (time-based, 4 annual tranches) and 750,000 RSUs (1/3 time-based over 3 years; 1/3 at ≥$8; 1/3 at ≥$20; hurdles before 7th anniversary) |
| Change-in-Control Treatment | Start Date RSUs accelerate in full upon change in control; other awards subject to agreements/plan terms |
| CEO Stock Ownership Guidelines | 5x annual base salary; expected compliance within 5 years of appointment |
| Hedging & Pledging | Prohibited; no margin accounts; insider trading policy bans derivatives trading/hedging and pledging |
Employment Terms
| Provision | Terms |
|---|---|
| Term | 3-year initial term from Sep 1, 2025; auto-renew up to two one-year periods unless 90-day non-renewal notice |
| Position/Duties | CEO; Board will nominate for director election during term; reports solely to Board; full-time service with reasonable travel |
| Location/Relocation | Year one split Everett, WA and Burbank, CA; thereafter primary workplace Everett; relocate within 50 miles of Everett by first anniversary; up to $100,000 relocation reimbursement |
| Severance (non‑CIC) | If terminated without cause/good reason or non‑renewal: 24 months base salary payable over 12 months; up to 12 months COBRA; equity acceleration of time-based awards for next 12 months; performance-vesting per award terms; subject to release |
| Severance (CIC + qualifying termination within 18 months) | 24 months base; up to 12 months COBRA; full acceleration of time-based unvested equity; performance-vesting per award terms; subject to release |
| Restrictive Covenants | Perpetual confidentiality; non-compete and non-solicitation during term; non-disparagement |
| Clawback | Company adopted 2023 clawback compliant with SEC/Nasdaq; 2021 policy remains for broader misconduct triggers |
Board Governance
- Board service: Appointed as Class II director effective Sep 1, 2025; as CEO, he is not considered independent under Nasdaq rules; Board Chair is Charles Denson (non‑management), and independent directors hold regular executive sessions .
- Committee roles: No committee assignments disclosed for Simon; standing committees (Audit, Compensation, Nominating & Corporate Governance) comprised of independent directors, with clear charters and listed members/chairs in the latest proxy .
- Compensation Committee: Independent members; engaged Semler Brossy as independent consultant; met seven times in FY2024; issued CD&A report .
- Interlocks: None requiring disclosure; Compensation Committee interlocks and insider participation disclosures note no such relationships beyond those identified .
Director Compensation
| Component | Amount |
|---|---|
| Non-Employee Board Retainer | $90,000 |
| Chair of Board Additional Retainer | $90,000 |
| Audit Chair / Member Retainers | $25,000 / $5,000 |
| Compensation Chair / Member Retainers | $20,000 / $5,000 |
| Nominating & Governance Chair / Member Retainers | $15,000 / $5,000 |
| Annual Equity (Non-Employee Directors) | Options targeted at $75,000 + RSUs targeted at $75,000; generally vest fully at first anniversary; accelerate upon change in control |
Note: As an employee director (CEO), Simon is not eligible for the non‑employee director compensation program .
Compensation Peer Group & Say‑on‑Pay
- Peer group used for benchmarking (unchanged from 2023): G‑III Apparel; iRobot; Johnson Outdoors; Universal Electronics; Helen of Troy; Scholastic; Revolve Group; JAKKS Pacific; Wolverine Worldwide; YETI Holdings; Duluth Holdings; Stitch Fix; GoPro; Movado Group; SpinMaster; WWE; MSG Networks .
- Pay philosophy and practices include no tax gross‑ups, no hedging/pledging, no option repricing without shareholder approval; ownership guidelines for executives and directors .
- Say‑on‑Pay: 2024 Annual Meeting’s vote on 2023 NEO compensation received over 99% approval; Board recommends annual frequency with next vote at 2026 Annual Meeting .
Performance & Track Record
| Area | Highlights |
|---|---|
| Consumer Products Leadership | Built/led global consumer products division at Netflix; launched e‑commerce; scaled live experiences globally; managed top retail partnerships |
| Early CEO Tenure | 10‑Q certification signed Nov 6, 2025; leadership transition flagged as a risk factor given dependence on senior management |
Risk Indicators & Red Flags
- Leadership transition risk: Company cites potential adverse impact from management changes; no key person insurance maintained on senior management .
- Single-trigger acceleration: Start Date RSUs accelerate upon change in control, increasing deal‑contingent value realization; other awards follow plan/agreements .
- Severance economics: 2x salary for 24 months (paid over 12) plus COBRA; CIC double‑trigger equity acceleration for time-based awards; performance award treatment per terms .
- Governance safeguards: Robust clawback policies; independent committees; prohibition on hedging/pledging; no compensation-related tax gross‑ups; no option repricing without shareholder approval .
Fixed Compensation (Detail Table)
| Metric | Value | Period |
|---|---|---|
| Base Salary ($) | $1,000,000 | Effective Sep 1, 2025 |
| Target Bonus (% of Salary) | 100% | Effective Sep 1, 2025 |
| Annual LTI Target ($) | ≥$2,500,000 (from FY2027; no FY2026 award unless Board decides) | As disclosed |
| Relocation Assistance ($) | Up to $100,000 | Within first year |
Equity Grants & Vesting (Detail Table)
| Grant | Shares | Vesting Cadence | Performance Conditions | Change-in-Control |
|---|---|---|---|---|
| Start Date RSUs | 1,000,000 | 25% annually on each of first four anniversaries | None (time-based) | Accelerates in full upon change in control |
| Inducement RSUs (time-based) | 250,000 (1/3) | 33.3% annually on each of first three anniversaries | None (time-based) | Per plan/agreements |
| Inducement RSUs (stock price ≥$8) | 250,000 (1/3) | Upon achieving hurdle before 7th anniversary; service required | 45‑day trailing avg ≥$8 or CIC price ≥$8 | Eligibility defined; not automatic |
| Inducement RSUs (stock price ≥$20) | 250,000 (1/3) | Upon achieving hurdle before 7th anniversary; service required | 45‑day trailing avg ≥$20 or CIC price ≥$20 | Eligibility defined; not automatic |
Employment Terms (Detail Table)
| Term | Non‑CIC Termination | CIC + Qualifying Termination |
|---|---|---|
| Cash Severance | 24 months base salary, paid over 12 months | 24 months base salary, paid over 12 months |
| Benefits | Up to 12 months COBRA reimbursement | Up to 12 months COBRA reimbursement |
| Equity Treatment | Time-based awards accelerate for 12 months of scheduled vesting; performance awards per terms | Time-based awards accelerate in full; performance awards per terms |
| Conditions | Release of claims required; standard covenants apply | Release of claims required; standard covenants apply |
Board Service Details
- Role: Class II director; Board will nominate for election during term; dual role as CEO + director raises independence considerations, mitigated by separate non‑executive Chair (Charles Denson), independent committees, and regular executive sessions of independent directors .
- Committee membership: None disclosed for Simon as of appointment date; committee composition listed with independent directors serving as members/chairs .
Investment Implications
- Strong alignment via sizeable RSU grants and stock‑price hurdles: 1.75 million RSUs with explicit $8 and $20 hurdles tie a significant portion of compensation to sustained stock appreciation; single‑trigger acceleration for 1.0 million Start Date RSUs adds deal‑contingent value that could motivate strategic actions but also raises dilution/negotiation optics in M&A scenarios .
- Retention and transition risk remains: 2x salary severance and COBRA support provide stability during potential transitions; company highlights leadership change risks and absence of key person insurance, suggesting execution risk if transitions are not well managed .
- Governance safeguards are solid: Independent compensation oversight, robust clawbacks, no hedging/pledging, and ownership guidelines for the CEO (5x salary over five years) reduce misalignment risk; historical say‑on‑pay support (>99%) indicates investor approval of compensation frameworks, though future votes will reflect Simon’s actual performance .
- Near‑term selling pressure dynamics: Time‑based tranches vest annually starting 2026–2029 (Start Date RSUs) and 2026–2028 (Inducement time-based), creating periodic settlement events; anti‑hedging/pledging policies mitigate leverage risk, but vesting events can add supply depending on net share settlements and tax withholding practices .