Michael Kerns
FunkoAbout Michael Kerns
Michael Kerns, age 48, is an independent director of Funko, Inc. and has served on the Board since November 2023; he is a Co‑founder and Partner at TCG and previously held senior roles in digital media and consumer technology, including SVP at Yahoo and CEO/cofounder of Citizen Sports (acquired by Yahoo in 2010) . The Board affirmatively determined Kerns to be independent under Nasdaq rules notwithstanding his affiliation with TCG, which held approximately 22.8% of combined voting power as of April 28, 2025 . In 2024, he attended 70% of Board and committee meetings, below the company’s 75% expectation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Chernin Group (TCG) | Co‑founder and Partner | — | Investment leadership across media/consumer tech |
| Yahoo! | SVP; led Homepage, Video, Global Media Properties | — | Scaled consumer internet properties |
| Citizen Sports | Co‑founder & CEO (acquired by Yahoo! in 2010) | — | Built sports media app ecosystem |
| Steinberg & Moorad Sports Management | Chief of Staff | — | Sports representation operations |
| Angel Investors, LP | Associate | — | Early-stage investing |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| TCG | Director | Current | Governance of investment platform |
| Food52 | Director | Current | Consumer lifestyle/media oversight |
| MeatEater | Director | Current | Outdoor media/commerce oversight |
| SketchyMedical | Director | Current | Edtech governance |
| Surfline | Director | Current | Subscription/media analytics |
| Sofar Sounds | Director | Current | Music experiences platform |
| Premier Lacrosse League | Director | Current | Sports league governance |
| Barstool Sports | Director | Prior | Digital sports media |
| Night Media | Director | Prior | Creator media |
| Epic Gardening | Director | Prior | Consumer content/commerce |
| The Action Network | Director | Prior | Sports analytics/media |
| Otter Media | Director | Prior | Digital media JV |
| Ellation (Crunchyroll) | Director | Prior | Anime streaming |
| Cameo | Board Observer | Prior | Creator marketplace |
Note: No public company directorships are disclosed for Kerns in the proxy; listed boards are private/venture-backed entities .
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee member; not on Audit or Compensation .
- Committee chairs: None; Jesse Jacobs chairs Nominating & Corporate Governance; Sarah K. Levy chairs Compensation; Diane Irvine chairs Audit .
- Independence: Board determined Kerns is independent under Nasdaq rules despite TCG affiliation (TCG ~22.8% combined voting power) .
- Attendance: 70% of Board and applicable committee meetings in FY2024 (below the 75% expected threshold) .
- Executive sessions: Independent directors meet in regular executive sessions; chaired by the independent Board Chair when present .
Fixed Compensation
| Item | Amount (USD) | Notes |
|---|---|---|
| Board retainer (cash) | $95,000 | Board policy: $90,000 for directors plus $5,000 committee member retainer (Nominating & Corporate Governance) |
| Committee chair fees | $0 | Not a chair |
| Meeting fees | $0 (not used) | Policy does not specify per‑meeting fees for directors |
Performance Compensation
| Equity Element | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|
| Stock options (2024) | $167,338 | Generally vest 100% after one year for directors | Annual target policy: options $75,000; actual grant-date fair values may differ |
| RSUs (2024) | $96,224 | Generally vest 100% after one year for directors | Annual target policy: RSUs $75,000; accelerates upon change in control |
Director equity awards are time-based (no performance metrics disclosed); acceleration provisions apply upon a change in control per the 2019 Plan .
Other Directorships & Interlocks
- TCG Stockholders Agreement: TCG may designate up to two Board seats (currently Jesse Jacobs and Michael Kerns) and has consent rights over specified corporate actions while holding ≥22% of Class A common stock, potentially influencing governance and strategic transactions .
- TCG ownership: TCG beneficially owns 12,528,171 Class A shares (23.1% of Class A); combined voting power ~22.8% as of April 28, 2025 .
- Kerns and Jacobs hold certain RSU/option awards “for the benefit of TCG Management” and disclaim beneficial ownership except for pecuniary interest, indicating affiliation alignment with TCG .
Expertise & Qualifications
- Digital media, consumer technology, and sports media operations (Yahoo; Citizen Sports; TCG portfolio) .
- Founding and scaling venture-backed companies; board experience across consumer and media sectors .
- Education: BA in History from UCLA .
Equity Ownership
| Component | Quantity | Detail |
|---|---|---|
| Class A beneficial ownership (SEC Rule 13d‑3) | 45,761 | Includes exercisable/vesting within 60 days |
| Shares held directly | 2,877 | Sole voting/dispositive power |
| Options exercisable (vested) | 7,180 | Vested options outstanding |
| Options vesting within 60 days | 25,500 | Scheduled to vest within 60 days of 4/28/2025 |
| RSUs vesting within 60 days | 10,204 | Scheduled to vest within 60 days of 4/28/2025 |
| Ownership guidelines applicability | Exempt | Non‑employee director guidelines exclude those affiliated with TCG |
| Hedging/pledging | Prohibited by policy | Anti‑hedging/anti‑pledging applies to directors |
Governance Assessment
- Strengths: Independent status despite sponsor affiliation; deep digital/consumer tech experience; service on Nominating & Corporate Governance aligns with background .
- RED FLAGS:
- Attendance shortfall: 70% vs ≥75% expectation—potential engagement concern in 2024 .
- Sponsor influence: TCG consent rights over major actions and dual designees (Kerns, Jacobs) may concentrate control and create conflict risk relative to minority holders .
- Section 16(a) compliance: One late Form 4 reported for Michael Kerns (and for Michael Lunsford); minor but noted .
- Alignment signals: Director pay structure emphasizes equity awards (time‑based RSUs/options) alongside cash retainer; equity accelerates on change in control (no performance hurdles for directors) . Ownership guidelines do not apply to TCG‑affiliated directors, so alignment is primarily via sponsor’s stake and director equity awards held for TCG’s benefit .
Executive sessions are regular; independent Chair leads Board separate from CEO, which supports oversight structure .