Michael Lunsford
FunkoAbout Michael Lunsford
Independent director; age 57; Funko board member since October 2018. Served as Interim Chief Executive Officer from July 2023 to May 2024; holds an M.B.A. and a B.A. in Economics from the University of North Carolina; prior operating roles span digital media, retail and e-commerce (RealNetworks, Rhapsody, SK Planet, shopkick). Class II director re-nominated for a term ending at the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RealNetworks, Inc. | Interim CEO; EVP & GM, Core Business | 2008–2013 | Led core business; CEO of Rhapsody during tenure (impact: digital subscription growth; details not further disclosed) |
| Rhapsody (subsidiary of RealNetworks) | Chief Executive Officer | Within 2008–2013 period | Oversaw streaming music operations (specific metrics not disclosed) |
| SK Planet, Inc. | Chief Executive Officer | 2013–2018 | Managed portfolio; served on boards of various SK Planet portfolio companies (names not itemized) |
| shopkick, Inc. | Interim Chief Executive Officer; Director | Interim CEO in 2016; director 2013–2018 | Retail engagement app; board service (committee work not disclosed) |
| McClatchy, Inc. | Advisor and Vice President | 2017–Sept 2020 | Advisory role; VP responsibilities (specific initiatives not disclosed) |
| UNC Board of Visitors | Board member | 2014–2018 | Non-profit advisory service (committees not disclosed) |
| IslandWood | Board member | 2014–2018 | Non-profit environmental education (committees not disclosed) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| shopkick, Inc. | Director | 2013–2018 | Private company; no public interlocks disclosed with FNKO |
| SK Planet portfolio companies | Director | 2013–2018 | Specific entities not itemized; no FNKO-related transactions disclosed |
| UNC Board of Visitors | Board member | 2014–2018 | Non-profit; no conflicts disclosed |
| IslandWood | Board member | 2014–2018 | Non-profit; no conflicts disclosed |
Board Governance
- Independence: Not listed among directors affirmatively determined “independent” under Nasdaq rules for 2025 (independent directors are Denson, Edwards, Harinstein, Irvine, Jacobs, Kerns, Levy). Recent executive service (Interim CEO in 2023–2024) is a potential independence constraint.
- Committee assignments (2024–2025): Not a member of Audit, Compensation, or Nominating & Corporate Governance.
- Board attendance: In 2024, all directors attended at least 75% of Board and committee meetings, except Michael Kerns (70%); implies Lunsford met the 75% threshold.
- Executive sessions: Independent directors hold regular executive sessions; chair presides.
- Tenure/classification: Class II; re-elected June 12, 2025. Votes for Lunsford: 29,687,226; withheld: 6,858,987; broker non-votes: 10,571,956.
- Lead independent director: None; chair is independent.
Fixed Compensation
| Component | Amount/Terms | Timing | Notes |
|---|---|---|---|
| Non-employee director cash retainer | $90,000 annual retainer | Policy in effect | Plus $90,000 to Chair; committee chairs: Audit $25,000; Comp $20,000; Nominating $15,000; committee members $5,000. |
| Director equity (annual) | Options target value $75,000; RSUs target value $75,000 | Annual grants | Vests in full on first anniversary; accelerates on change-in-control. |
| Cash director fees (Lunsford) | $27,500 | Post-CEO resignation in 2024 | Paid under non-employee director policy after May 20, 2024. |
| Interim CEO salary (context) | $30,000 per month | Through May 20, 2024 | Interim CEO arrangement; not director comp. |
| Advisor salary (context) | $30,000 per month | May 20–Sept 30, 2024 | Advisory/transition period; not director comp. |
Director equity awards to Lunsford:
- 2023 director grants: 11,700 options (exercise $13.05) and 4,688 RSUs; both vest June 13, 2024 as standard director awards.
- 2024 advisor grant: 17,000 RSUs; vested September 30, 2024.
- 2024 acceleration: Pro rata vest of 102,904 RSUs from 120,000 Interim CEO grant on resignation; remaining 17,096 forfeited.
Performance Compensation
| Element | Metrics | Terms | Outcome |
|---|---|---|---|
| Director compensation | None | Director equity is time-based; no performance metrics attached | N/A (director awards vest time-based; accelerate on change-in-control under plan). |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| TCG-related board designees (Jacobs, Kerns) | Stockholders Agreement gives TCG designation rights; Lunsford not a TCG designee | Governance influence risk (not directly tied to Lunsford). |
| Suppliers/customers | None disclosed for Lunsford | No related-party transactions disclosed involving Lunsford. |
Expertise & Qualifications
- Operating leadership across digital media and consumer platforms (RealNetworks/Rhapsody; SK Planet; shopkick).
- Retail and e-commerce domain experience; advisor role at McClatchy.
- Education: UNC M.B.A.; B.A. Economics.
- Board qualifications cited by FNKO: broad management, retail and e-commerce experience.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Michael Lunsford | 41,521 | <1% | — | — | As of April 28, 2025 record date. |
Options held (representative outstanding awards):
| Grant Date | Options (exercisable) | Options (unexercisable) | Exercise Price | Expiration |
|---|---|---|---|---|
| 10/31/2018 | 5,098 | — | $18.85 | 10/31/2028 |
| 06/25/2019 | 3,927 | — | $23.55 | 06/25/2029 |
| 06/04/2021 | 3,983 | — | $23.54 | 06/04/2031 |
| 05/24/2022 | 5,200 | — | $17.99 | 05/24/2032 |
| 06/13/2023 | — | 11,700 | $13.05 | 06/13/2033 |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5× annual retainer; compliance/on-track as of December 31, 2024.
- Anti-hedging and pledging: Company policy prohibits hedging and pledging of company stock by directors/officers/employees. No pledging by Lunsford disclosed.
Governance Assessment
-
Positive signals:
- Strong re-election support in 2025 (29.7M For vs 6.86M withheld) and robust say-on-pay approval (~34.57M For). Indicates investor confidence in the refreshed board/comp structure.
- Attendance at or above 75% in 2024; consistent engagement during a leadership transition year.
- Director pay structure balanced (cash retainer + time-based equity) and subject to ownership guidelines; clawback and anti-hedging policies strengthen alignment.
- Compensation Committee uses independent consultant (Semler Brossy); best-practice governance disclosed.
-
Watch items / potential red flags:
- Independence: Not counted among independent directors for 2025, likely due to recent Interim CEO tenure—reduces committee eligibility and may affect perceived board independence until cooling-off period lapses.
- Concentrated influence: TCG designation rights and ~22.8% voting power could affect board dynamics; while unrelated to Lunsford directly, it is a governance risk context investors should monitor.
- Company-level ICFR material weaknesses (2022–2023) were disclosed and auditor changed to PwC in 2024; continued Audit Committee remediation oversight is critical.
-
Related-party/transactions: No Lunsford-specific related-party transactions disclosed.
Director Compensation Detail (FY2024 context)
| Item | Amount |
|---|---|
| Cash director fees (post-CEO resignation in 2024) | $27,500 |
| Advisor RSU grant (vested 9/30/2024) | 17,000 units |
| 2023 director awards (vested 6/13/2024) | 11,700 options; 4,688 RSUs |
Say-on-Pay & Shareholder Feedback (2025 Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 34,569,924 | 1,752,536 | 223,753 | 10,571,956 |
Committees Snapshot (2024–2025)
| Committee | Chair | Members | Lunsford Membership |
|---|---|---|---|
| Audit | Diane Irvine | Irvine; Harinstein; Levy | None |
| Compensation | Sarah Kirshbaum Levy | Levy; Edwards; Irvine | None |
| Nominating & Corporate Governance | Jesse Jacobs | Jacobs; Denson; Kerns | None |
Voting Outcome (2025 Election – Class II)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Trevor Edwards | 29,681,349 | 6,864,864 | 10,571,956 |
| Michael Lunsford | 29,687,226 | 6,858,987 | 10,571,956 |
| Cynthia Williams | 30,938,271 | 5,607,942 | 10,571,956 |
Summary
- Board effectiveness: Active participation; non-committee role suggests a focus on strategic oversight rather than specialized committee work; independence expected to improve over time post-interim CEO tenure.
- Alignment and incentives: Director pay structure and ownership guidelines support long-term alignment; no performance-based director metrics; anti-hedging/pledging policy reinforces discipline.
- Conflicts/related-party exposure: None disclosed for Lunsford; broader governance consideration around TCG influence.