What changed in this filing

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Item 1. Business

2023-03-01 compared with 2022-03-03 · 109 added, 121 removed, 383 unchanged (38% of the section changed)

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We create whimsical, fun and unique products that enable fans to express their affinity for their favorite “something”—whether it is a movie, TV show, video game, musician or sports team.

We infuse our distinct designs and aesthetic sensibility into our extensive portfolio of licensed content over a wide variety of product categories, including figures, bags, wallets, apparel, accessories, board games, plush, homewares and digital non-fungible tokens ("NFTs"), which we make available at highly accessible price points.

We infuse our distinct designs and aesthetic sensibility into our extensive portfolio of licensed content over a wide variety of product categories, including figures, bags, wallets, apparel, accessories, board games, plush, homewares, vinyl records, posters and digital non-fungible tokens ("NFTs"), which we make available at highly accessible price points.

We believe we sit at the nexus of pop culture—content providers value us for our ability to connect fans to their properties with our creative products and broad distribution;

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Technology Innovation

The proliferation of mobile technology, and the emergence of new content distribution services, such as Amazon Prime, AppleTV+, Disney+, HBO Max, Hulu, Netflix, Peacock and more have enabled fans to connect and engage with content anywhere, at any time, in larger “binge” quantities.

The proliferation of mobile technology, and the emergence of new content distribution services have enabled fans to connect and engage with content anywhere, at any time, in larger “binge” quantities.

An increasing array of content and greater accessibility have led to more fans spending more time per day consuming content.

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Additionally, there has been an increase in high-quality scripted television series as content providers vie for binge worthy shows to attract consumers.

For example, in 2021 there were 559 original scripted series in the U.S., a 13% increase over 2020, according to FX networks research.

We expect content providers such as Amazon, Apple, Disney, Warner Bros., Hulu, Netflix and NBCUniversal to continue to invest in new high-quality original content.

For example, in 2022 there were nearly 600 original scripted series in the U.S., a 7% increase over 2021, according to FX networks research.

We expect content providers to continue to invest in new high-quality original content.

The proliferation and globalization across content types has fostered fan loyalty and stimulated licensed product purchases.

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Furthermore, as it becomes increasingly easy to access a large quantity of quality content, fans seek more ways to expand and express connections to their favored characters or properties as they share their passion with others.

As a result, consumers are participating in the story of these properties via social media platforms and conventions, such as Comic-Con, AnimeExpo and Star Wars Celebration, rather than being solely consumers of content.

As a result, consumers are participating in the story of these properties via social media platforms and conventions, such as Comic-Con, Anime Expo and Star Wars Celebration, rather than being solely consumers of content.

By being a part of the conversation regarding their favored content, fans reinforce their love for it, thereby creating a cycle of fandom.

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pop culture-related conventions, including New York Comic Con, Comic Con International:

San Diego and Anime Expo 2019, drew close to half a million attendees in 2019, representing a sharp increase of over 80% from 2010.

San Diego and Anime Expo 2022, drew more than half a million attendees in 2022, matching pre-pandemic attendance and reaching capacity at each event location.

This represents a cultural shift supporting the acceptability of fan affinity for pop culture content across all demographic categories of fans.

In 2020 and 2021, due to COVID-19 impacts on in-person events, many pop-culture conventions such as Comic Con International:

San Diego, New York Comic Con and others were cancelled or pivoted to virtual events, which continued to attract and engage fans in the new virtual format.

Our Strategic Differentiation

Deep and Extensive Licensing Partnerships

We have strong licensing relationships with many established content providers, such as Disney, Warner Bros., Marvel, LucasFilm, NBCUniversal, Netflix, Epic Games, Blizzard Entertainment, the National Football League, the National Basketball Association and many more.

We strive to partner with content providers across multiple genres, including movies, television, video games, anime, sports, and music.

We have strong licensing relationships with many established content providers and strive to partner with content providers across multiple genres, including movies, television, video games, anime, sports, and music.

In 2022, we had license agreements with over 250 content providers covering over 1,000 licensed properties.

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Additionally, the portion of our sales related to evergreen properties for the years ended December 31, 2022, 2021 and 2020 was approximately 64%, 67% and 66%, respectively.

Broad Portfolio of Products and Brands

Broad Portfolio of Brands

We create products to attract a broad array of fans across consumer demographic groups.

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In addition to offering multiple properties and product categories, we create and sell a variety of unique brands that have their own look and feel.

Our brand portfolio includes Pop!

and Loungefly as well as others such as Funko, Mystery Mini, Paka Paka, Vinyl Gold and Popsies.

is our largest and most recognized brand that encompasses multiple product categories, including figures, accessories, apparel, games, bags and more.

The portion of sales attributed to Pop!

branded products in the years ended December 31, 2021, 2020 and 2019 was 74%, 76% and 79%, respectively.

Loungefly branded products include stylized fashion accessories such as bags, wallets and backpacks as well as apparel.

Our brand portfolio includes Core Collectibles (which include Pop!

Vinyl, as well as other branded lines such as Soda, Vinyl Gold, and Popsies), Loungefly (softlines including bags, wallets, backpacks and apparel) and Other (which includes our Toys and Games and emerging brands, such as Digital Pop!

The portion of sales attributed to Core Collectible branded products in the years ended December 31, 2022, 2021 and 2020 was 76%, 80% and 81%, respectively.

The portion of sales attributed to Loungefly branded products in the years ended December 31, 2022, 2021 and 2020 was 19%, 15% and 15%, respectively.

Additionally, from time-to-time our in-house creative team creates new brands and products based on Funko’s own intellectual property and non-licensed board games.

The portion of sales attributable to Other branded products in the years ended December 31, 2022, 2021 and 2020 was 5%, 5%, and 4%.

Broad Consumer Appeal and Engagement

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We create products to appeal to a broad array of fans across consumer demographic groups.

We strive to keep our products at an accessible price point, generally under $12 for our figure category, which allows our fans to express their fandom frequently and impulsively.

Although we have recently increased our prices, we strive to keep our products at an accessible price point, generally under $15 for our figures, which allows our fans to express their fandom frequently and impulsively.

We continue to introduce innovative products designed to facilitate fan engagement across different price points and categories.

Our fans routinely express their passion for our products and brands through social media and live pop culture events, such as Comic-Con or Star Wars Celebration.

Our fans routinely express their passion for our products and brands through social media and live pop culture events, such as Comic-Con or our own Funko events.

Additionally, we seek to drive direct engagement with our fans through in person experiences at our flagship retail stores and fan events, as well as digitally through our websites, mobile application and various social media platforms.

In 2020, given the impact of COVID-19 on in-person events, we began conducting virtual events including multiple Funko Virtual Con events, to continue to drive engagement with fans.

We continued this throughout 2021 with a few hybrid events (both in person and virtual) where we could safely do so.

We believe we have one of the largest and most engaged fan bases in our industry, driven by their passion and love of our unique products and the properties we represent.

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Internationally, we sell our products directly to similar retailers, primarily in Europe, through our subsidiary Funko UK, Ltd.

Our key international retail customers include Amazon, GameStop, Fnac and Tesco.

Our key international retail customers include Amazon, GameStop, and Fnac.

We believe some of our retail customers, such as Target and Walmart, view us as pop culture experts, and we help them manage their pop culture category.

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and Europe as well as our two flagship retail stores located in the U.S.

Nimble Speed to Market Reflects “Fast Fashion” Product Development Process

Speed to market has become increasingly important as technological innovation has accelerated the pace of content discovery and sharing and the speed at which niche content can become mainstream.

We have developed a nimble and low fixed-cost production model built on the strength of our in-house creative team as well as our relationships with content providers, retailers and third-party manufacturers.

Our production model enables us to go from product design of a figure to the store shelf within 110 to 200 days and we can typically have it shipped from the factory in as few as 70 days, with a minimal upfront investment for most figures of $5,000 to $7,500 in tooling, molds and internal design costs.

During 2021, we saw, and in 2022, we continue to see some delays with the global capacity constraints and the availability of shipping containers, but we have employed mitigation strategies to get product in the hands of our customer base as soon as feasible.

Because of the strength of our in-house creative team, we are able to move from product design to pre-selling certain new products in as few as 24 hours.

As a result, we can dynamically manage our business to balance current content releases and pop culture trends with content based on classic evergreen properties.

We also recently launched a co-branded store, Tha Dogg House, in Inglewood, California and a secondary market resale channel directly through eBay.

Leading Design and Creative Capabilities

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Within anime, we continue to add new license relationships with multiple new properties.

For example, in 2018 we recorded approximately $29.4 million in sales over 32 properties and in 2021 we recorded approximately $81.4 million in sales over 48 properties.

In the sports category, we are continuing to leverage our broad range of sports licenses, which includes the NFL, NBA, NHL, WWE, English Premier League, MLB and more.

In the sports category, we are continuing to leverage our broad range of sports licenses.

In 2021, we launched Funko Gold, which is initially focused on sports and music figures in a head-to-toe stylized look.

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Albums, a product line introduced in 2020 under the Pop!

brand that seeks to appeal to music fans by recreating iconic covers of music albums.

brand that seeks to appeal to music fans by recreating iconic covers of music albums, as well as entering new product categories such as limited edition vinyl records through our 2022 acquisition of Mondo Collectibles, LLC (f/k/a Mondo Tees Buyer, LLC).

We expect to continue to utilize our in-house creative team to create new designs, products and brands that resonate with our core consumers.

For example, in 2019 we launched Funko Vinyl Soda, a stylized collectible vinyl figure to that comes with the opportunity to be surprised by a rare chase piece.

Diversify our Revenue Streams through Product Innovation

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In addition to designing products to address both new and evergreen content, we have introduced new toy lines, board games and softlines to leverage our existing retail partnerships and open up potential new channels of distribution.

In 2020, we added new non-licensed toy lines such as Snapsies and launched dozens of new offerings under our Funko Games brand, including Funkoverse branded games, and many other licensed games and non-licensed games.

We also continually evaluate product innovations and potential acquisition targets to complement our existing product categories, lines and brands.

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These exclusive digital card packs are currently sold on the WAX blockchain platform and have often sold out in a matter of minutes, with residual buyers still waiting in the queue.

In 2022, we acquired Mondo Collectibles, LLC (f/k/a Mondo Tees Buyer, LLC), to help us expand into high-end collectibles, posters and vinyl records.

Extend Funko’s International Reach

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We are continuing to invest in the growth of our international business, primarily in Europe, both directly and through third party distributors.

In 2020, we launched our own e-commerce website in Europe, www.funkoeurope.com, which initially served the U.K., Ireland, Spain, Germany, France and Italy, and has since expanded into six additional countries throughout Europe.

We believe there are opportunities to further grow our sales in other regions, such as Latin America, Canada, Oceania and APAC, by expanding our direct sales to retailers or through distributor relationships.

Increase our Direct-to-Consumer Business

We view our direct-to-consumer business, which includes our e-commerce websites, www.funko.com, www.funkoeurope.com and www.loungefly.com, and two flagship retail stores, as a significant growth opportunity and an important vehicle for expanding our reach and broadening our relationship with our fans.

We view our direct-to-consumer business, which includes our e-commerce websites, www.funko.com, www.funkoeurope.com, www.loungefly.com, and www.mondoshop.com and two flagship retail stores, as a significant growth opportunity and an important vehicle for expanding our reach and broadening our relationship with our fans.

We plan to build a robust online platform and to enhance our digital capabilities to provide the infrastructure to scale this business over the long-term.

In 2020, we relaunched www.funko.com with an expanded product offering, and enhanced features and functionality to serve our customers in the U.S., and also launched www.funkoeurope.com to serve our customers in the UK and several countries in Europe.

We are also planning to launch a website platform in 2023 that will consolidate our brands under one online shopping cart.

Our direct-to-consumer strategy also provides us with an opportunity to utilize data and trend analysis to inform our overall business strategy.

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Additionally, by utilizing our in-house creative team we have the ability to develop our own content and intellectual property as well as various board game offerings.

Our current products principally fall within the following product categories:

Our figures category includes figures that celebrate pop culture icons in the form of stylized vinyl, blind-packed miniatures and action figures.

These figures combine the pop culture properties we license with our own distinctive designs to create pop culture figures that appeal to a broad range of consumers at an affordable price point, often under one of our proprietary brands, such as Pop!, Mystery Minis, and Funko Soda.

Additionally, from time to time we will create figures that are not licensed such as our Paka Paka brand.

Our other category is comprised of stylized fashion accessories (including bags, backpacks and wallets);

plush products;

accessories (including keychains, pens and pins);

apparel (including t-shirts and hats);

homewares (including drinkware and other home accessories);

NFTs and other.

Our current products are principally figures, fashion accessories, apparel, board games, plush products, accessories, homewares, vinyl records and NFTs.

Our Brands and Designs

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Pop!, introduced in 2010, is our most well-recognized brand.

stylized design incorporates a rounded square head that typically consists of no mouth and a very simple nose.

Vinyl stylized design incorporates a rounded square head that typically consists of no mouth and a very simple nose.

Our standard Pop!

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brand has also been applied across many of our other product categories, including games, plush, accessories, apparel and homewares.

branded products represented 74%, 76% and 79% of our sales in 2021, 2020, and 2019, respectively.

Core Collectible branded products, which include Pop!

Vinyl, represented 76%, 80% and 81% of our sales in 2022, 2021 and 2020, respectively.

Our Loungefly branded products are generally fashion accessories including stylized handbags, backpacks, wallets, clothing, and other accessories.

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In addition, we also develop product lines that we market under the broader Funko brand, such as Funko Games, Funko action figures, Funko Soda, Funko Plush, and Funko Gold product lines.

In 2022, we completed our acquisition of Mondo Collectibles, a boutique collectibles brand specializing in limited addition vinyl records and art prints, as well as high-end collectibles.

We expect to continue to develop new product designs and lines, which may develop into proprietary brands in the future.

We have strong licensing relationships with many established content providers, such as Disney, HBO, LucasFilm, Marvel, Netflix, Pokémon, the National Football League, NBCUniversal, Epic Games, Blizzard Entertainment and Warner Bros.

We seek to establish new licensing relationships with content providers in order to capitalize on new and emerging trends in pop culture.

We have strong licensing relationships with many established content providers and seek to establish new licensing relationships with content providers in order to capitalize on new and emerging trends in pop culture.

We believe we also provide value to content providers by maximizing the lifetime value of their content by extending its relevance to consumers through ongoing fan engagement.

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Our royalty expense for any given year will vary depending on the mix of products and properties sold during that year.

For the years ended December 31, 2021, 2020 and 2019, we incurred royalty expenses of $162.0 million, $105.0 million and $126.8, respectively.

For the years ended December 31, 2022, 2021 and 2020, we incurred royalty expenses of $213.1 million, $161.6 million and $105.0 million, respectively.

Our licenses are generally not exclusive.

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For the years ended December 31, 2022, 2021 and 2020, we recorded reserves of $0.8 million, $0.7 million and $1.0 million, respectively, related to prepaid royalties we estimated would not be recovered through sales.

For the year ended December 31, 2022, 13% of sales were related to the Company's largest license agreement, with no other license agreement accounting for more than 10% of sales.

For the year ended December 31, 2021, 26% of sales were related to the Company’s two largest license agreements (13% each) with no other license agreements accounting for more than 10% of sales.

For the year ended December 31, 2020, 12% and 11% of sales were related to the Company’s two largest license agreements with no other license agreements accounting for more than 10% of sales.

For the year ended December 31, 2019, 13%, 11% and 11% of sales were related to the Company’s three largest license agreements with no other license agreements accounting for more than 10% of sales.

Licensed Properties.

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Products that we design and sell based on new movie releases are expected to have a limited duration of market demand, depending on the popularity of the title.

Examples of new movie releases are Spider-Man:

No Way Home, Avengers Endgame, Space Jam 2.

Examples of new movie releases are Doctor Strange and Jurassic World 3.

Additionally, products that we design and sell based on current television series or new video game titles are expected to have a market demand depending on the popularity and longevity of the title, which is generally expected to be multiple years.

Examples of our current TV and video game properties include The Mandalorian, Dragon Ball Z, Naruto, My Hero Academia, Avatar:

The Last Airbender.

Examples of our current TV and video game properties include The Mandalorian, Dragon Ball Z, Naruto, My Hero Academia, and Stranger Things.

Examples of our current video game properties are Fortnite, Overwatch and Five Nights at Freddy’s.

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Our product development team oversees all aspects of new product development in order to ensure a timely product design and development process, including submitting the initial design to the content provider for approval, developing the product prototype, receiving final content provider approval and coordinating manufacturing with our supply chain team and third-party manufacturers.

Our flexible and low-fixed cost production model enables us to move from product design of a figure to shipping from the factory in as few as 70 days and to the store shelf typically between 110 and 200 days, with a minimal upfront investment for most figures of $5,000 to $7,500 in tooling, molds and internal design costs.

During 2021 we saw, and in 2022, we have seen some delays with the global capacity constraints and the availability of shipping containers, but employed mitigation strategies to get product in the hands of our customer base as soon as feasible.

Our flexible and low-fixed cost production model enables us to move from product design of a figure to shipping, with a minimal upfront investment for most figures of $5,000 to $7,500 in tooling, molds and internal design costs.

Because of the strength of our in-house creative team, we are able to move from product design to pre-selling a new product in as few as 24 hours.

We believe that this ability, coupled with the valuable data insights we have developed over the past decade and the increasing use of repeated franchise properties by content providers, reduces potential product risk to us.

Manufacturing and Materials

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We base our production schedules for products on our internal forecasts, taking into account historical trends of similar products and properties, current market information and communications with customers.

The accuracy of our forecasts is affected by consumer acceptance of our products, which is typically based on the strength and popularity of the underlying licensed property, the strength of competing products, the marketing strategies of retailers, changes in buying patterns of both our retail customers and our consumers, and overall economic conditions.

Unexpected changes in these factors could result in a lack of product availability or excess inventory of a particular product.

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Internationally, we sell our products directly to similar retailers, primarily in Europe, through our subsidiary Funko UK, Ltd.

Our key international retail customers include Amazon, GameStop, Fnac and Tesco.

In addition to major retailers, we also sell our products to distributors for sale to small retailers in the United States and in certain countries internationally, typically where we do not currently have a direct presence.

Our key international retail customers include Amazon, GameStop, and Fnac.

In addition to major retailers, we also sell our products to distributors for sale to specialized retailers in the United States and in certain countries internationally, typically where we do not currently have a direct presence.

We also sell our products directly to consumers through our e-commerce business, two flagship retail stores and, to a lesser extent, at specialty licensing and comic book shows, conventions and exhibitions in cities throughout the United States, including at Comic-Con events.

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In 2020, we relaunched www.funko.com with an expanded product offering, and enhanced features and functionality, to serve our customers in the U.S., and we also launched www.funkoeurope.com to serve customers in the UK and several countries in Europe.

We are also planning to launch a website platform in 2023 that will consolidate our brands under one online shopping cart.

We believe we have a diverse customer base, with our top ten customers representing approximately 44%, 45% and 48%, of our 2022, 2021, and 2020 sales, respectively.

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Our ability to effectively engage with our customers has resulted in a deep affinity for Funko and our products.

Funko continues to acquire new fans through high profile social media sites such as Facebook, Twitter, Instagram and YouTube.

Funko continues to acquire new fans through high profile social media sites such as Facebook, Twitter, Instagram, TikTok and YouTube.

As of December 31, 2022, Funko’s Twitter handle, @OriginalFunko, had over one million followers.

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Government Regulation

Our products sold in the United States are subject to the provisions of the Consumer Product Safety Act (“CPSA”), the Federal Hazardous Substances Act (“FHSA”), the Consumer Product Safety Improvement Act of 2008 (“CPSIA”) and the Flammable Fabrics Act (“FFA”), and the regulations promulgated pursuant to such statutes.

Our products sold in the United States are subject to the provisions of multiple statues, including the Consumer Product Safety Act (“CPSA”), the Federal Hazardous Substances Act (“FHSA”), the Consumer Product Safety Improvement Act of 2008 (“CPSIA”) and the Flammable Fabrics Act (“FFA”), and the regulations promulgated pursuant to such statutes.

These statutes and the related regulations ban from the market any consumer products that fail to comply with applicable product safety laws, regulations, and standards.

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Our core benefits packages are supplemented with specific programs centered around voluntary benefits, paid time away from work and employee physical and mental well-being.

In response to the COVID-19 pandemic, we have implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations.

This includes adopting remote work policies for our corporate employees as appropriate, while also implementing significant safety measures designed to protect the health of all those working at or entering our distribution centers, retail outlets and other facilities that have remained open during the pandemic.

As of December 31, 2022, we employed 1,466 full-time employees.

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The following table provides information regarding our executive officers and members of our board of directors (ages as of March 1, 2023):

Andrew Perlmutter

44 Chief Executive Officer, Director

Brian Mariotti

54 Chief Creative Officer, Director

Jennifer Fall Jung 51 Chief Financial Officer

55 Chief Executive Officer, Director

Andrew Perlmutter

45 President, Director

Steve Nave 52 Chief Financial Officer and Chief Operating Officer

57 Chief Legal Officer and Secretary

Andy Oddie 50 Chief Revenue Officer

Charles Denson

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Michael Lunsford

Jesse Jacobs 47 Director

Richard Paul 42 Director

Trevor Edwards 60 Director

Executive Officers

Andrew Perlmutter has served as Funko, Inc.'s Chief Executive Officer and as a member of the Funko, Inc.

board of directors since January 2022.

Previously, Mr.

Perlmutter served as the President of Funko, Inc.

and FAH, LLC from October 2017 to January 2022.

Perlmutter was the Senior Vice President of Sales of FAH, LLC from June 2013 until October 2017.

Prior to joining FAH, LLC, he was a co-founder of Bottle Rocket Collective, a board and travel games company, where he oversaw product manufacturing and sales from December 2012 until December 2013.

Prior to his time at Bottle Rocket Collective, he was a National Account Manager at The Wilko Group from August 2001 until December 2012, where he managed sales to a variety of major mass-market, specialty and online retailers.

Brian Mariotti has served as Funko, Inc.'s Chief Executive Officer since December 2022 as well as from April 2017 to January 2022 and has been a member of the Funko, Inc board of directors since its formation in April 2017.

Mariotti served as Funko, Inc.'s Chief Creative Officer from January 2022 to December 2022.

Prior to the formation of Funko, Inc.

Mariotti served as the Chief Executive Officer of FAH, LLC and as a member of FAH, LLC's board of directors since October 2015, and as Chief Executive Officer of FHL and as a member of FHL's board of directors since May 2013.

Mariotti acquired the Company with a small group of investors in 2005.

We believe Mr.

Mariotti’s knowledge of the pop culture industry and many years of experience as our Chief Executive Officer make him well-qualified to serve as a member of our board of directors.

Andrew Perlmutter has served as Funko, Inc.’s President since December 2022 as well as from October 2017 to January 2022 and as a member of the Funko, Inc board of directors since December 2022.

Perlmutter served as Funko Inc.'s Chief Executive Officer from January 2022 to December 2022.

Perlmutter was the Senior Vice President of Sales of FAH, LLC from June 2013 to October 2017.

Prior to joining Funko, Mr.

Perlmutter was a co-founder of Bottle Rocket Collective, a board and travel games company, where he oversaw product manufacturing and sales from December 2012 until December 2013.

Perlmutter received a B.A.

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Perlmutter’s knowledge of the pop culture industry and many years of experience as our President make him well-qualified to serve as a member of our board of directors.

Brian Mariotti has served as Funko, Inc.'s Chief Creative Officer since January 2022, prior to which Mr.

Mariotti served as Funko, Inc.’s Chief Executive Officer since April 2017.

Mariotti has been a member of Funko, Inc.’s board of directors since its formation in April 2017.

Prior to the formation of Funko, Inc., Mr.

Mariotti served as the Chief Executive Officer of FAH, LLC and as a member of FAH, LLC’s board of directors from October 2015 to April 2017, and as Chief Executive Officer of Funko Holdings LLC ("FHL") and as a member of FHL’s board of directors since May 2013.

Mariotti also served as Chief Executive Officer of Funko, LLC since he acquired the business with a small group of investors in 2005.

We believe Mr.

Mariotti’s knowledge of the pop culture industry and many years of experience as our Chief Executive Officer make him well-qualified to serve as a member of our board of directors.

Jennifer Fall Jung has served as Funko, Inc.’s Chief Financial Officer since August 2019.

Fall Jung previously served as Senior Vice President, Corporate Finance and Investor Relations of Gap, Inc.

(“Gap”), a global clothing and accessories retailer, from January 2017 to March 2018.

Prior to January 2017, Ms.

Fall Jung served in various other roles at Gap, including Senior Vice President and Chief Financial Officer of Old Navy Global and Head of International from November 2012 to January 2017, Chief Financial Officer and Senior Vice President of Gap North America from February 2011 to November 2012, and Chief Financial Officer and Vice President of Strategy and Real Estate for Gap, Inc.

Outlet from April 2007 to February 2011.

Fall Jung received her B.B.A.

in Finance and her M.B.A., with an emphasis in International Business from San Diego State University.

Steve Nave has served as Funko, Inc.’s Chief Financial Officer and Chief Operating Officer since February 2023, and prior to that had served as an operations consultant to the Company since November 2022.

Nave has served as Founding Member of Kingsley-Malta Capital, a family investment fund focused on venture capital and private equity investments, from April 2019.

Nave served as President and Chief Executive Officer of Bluestem Brands, Inc.

(“Bluestem”) from December 2012 to February 2018, as well as an advisor to Bluestem from February 2018 to November 2019.

Nave also served in various leadership roles of increasing seniority at Walmart.com, including as Chief Executive Officer from January 2010 to August 2011, Chief Operating Officer from March 2006 to January 2010 and Chief Financial Officer from September 2000 to March 2006.

Nave has served on a number of private and public company boards of directors, including PetWellClinic (June 2020 to present), XD Coffee USA (January 2020 to present), and Libbey Inc.

(formerly NYSE American:LBY;

May 2017 to July 2022).

Nave received his Bachelor of Science in Accounting from Oklahoma State University.

Tracy Daw has served as Funko, Inc.’s Chief Legal Officer and Secretary since March 2022 and as the Senior Vice President and General Counsel of FAH, LLC since July 2016.

Previously, Mr.

Daw served as Senior Vice President, General Counsel and Secretary from its formation in April 2017 to March 2022.

Daw served as Senior Vice President, General Counsel and Secretary from Funko Inc.'s formation in April 2017 to March 2022.

Daw served as the General Counsel of INRIX, Inc.

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in Industrial and Labor Relations from Cornell University.

Andy Oddie has served as Chief Revenue Officer since May 2022.

Prior to his appointment as Chief Revenue Officer, he served as Managing Director, EMEA, since joining the company in January 2017.

Oddie has over 25 years’ experience in selling, manufacturing and marketing pop culture merchandise, and has held active board positions at key companies in the sector such as Forbidden Planet International, Forbidden Planet New York and Underground Toys Limited.

He founded both Underground Toys and Forbidden Planet Home Shopping, giving him a unique insight across the key categories and properties that Funko creates and sells.

During his tenure as Managing Director of Underground Toys, he sourced and oversaw the company’s manufacturing base in the Far East, as well as building the sales of the business to over $70 million.

Underground Toys Limited was acquired by Funko in early 2017.

Charles Denson has served on the board of directors of Funko, Inc.

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Denson’s extensive experience in brand building, brand management and organizational leadership in the public company context makes him well-qualified to serve as the Chairman of our board of directors.

Ken Brotman has served on the board of directors of Funko, Inc.

since its formation in April 2017, and on the board of directors of FAH, LLC since October 2015.

Brotman is a Founder and Managing Partner at ACON Investments, which he co-founded in 1996.

Before that, Mr.

Brotman was a partner at Veritas Capital, Inc.

from 1993 until 1996, and, between 1987 and 1993, held positions at various private equity firms including Bain Capital and Wasserstein Perella Management Partners.

Brotman has served on the board of directors of various ACON Investments portfolio companies since 1997 including several in the retail and consumer products sectors.

Brotman received an M.B.A.

from Harvard Business School and a B.S.

in Economics from The Wharton School of the University of Pennsylvania.

We believe Mr.

Brotman’s extensive private equity investment and company strategy and oversight experience and background with respect to acquisitions, debt financings and equity financings makes him well-qualified to serve as a member of our board of directors.

Diane Irvine has served on the board of directors of Funko, Inc.

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Irvine’s extensive public company management experience and financial expertise make her well-qualified to serve on our board of directors.

Adam Kriger has served on the board of directors of Funko, Inc.

since its formation in April 2017, and on the board of directors of FAH, LLC since June 2016.

Kriger is an Executive Partner at ACON Investments, which he joined in August 2017.

Kriger also served as Chief Executive Officer and a director of ACON S2 Acquisition Corp., a public special purpose acquisition company, from July 2020 to October 2021.

Before that, Mr.

Kriger served as the Senior Vice President of Global Strategy for McDonald’s Corporation from December 2001 until March 2015.

He also previously served as the Senior Vice President of Global Strategy for Starwood Hotels & Resorts Worldwide from 1998 until 1999, and as the Vice President of Strategy and Development for The Walt Disney Company from 1988 until 1990, and then again from 1992 until 1998.

Kriger serves on the boards of several non-profit organizations and private companies.

Kriger received an M.B.A.

from Harvard Business School and a B.A.

in Quantitative Economics from Stanford University.

We believe Mr.

Kriger’s extensive strategic, risk management and organizational leadership experience in the public company context make him well-qualified to serve on our board of directors.

Sarah Kirshbaum Levy has served on the board of directors of Funko, Inc.

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Lunsford’s broad management, retail and e-commerce experience make him well-qualified to serve on our board of directors.

Jesse Jacobs has served on the board of directors of Funko, Inc.

since May 2022.

Jacobs is a Partner at The Chernin Group, LLC, which he co-founded with Peter Chernin in 2010, leading the company's investments, operations, and team building.

Prior to founding The Chernin Group, Mr.

Jacobs was a senior member of the media, entertainment, and sports advisory, investing and financing team at Goldman Sachs.

Jacobs began his career in NFL, MLB, and NHL sports television production at the inception of Fox Sports and then for CBS Sports in the Olympics.

Jacobs is on the board of directors of The Chernin Group, Barstool Sports, Hodinkee, Exploding Kittens, Goldin Auctions, Collectors Universe, Equip, Words + Pictures, LLC and is a board observer of Scopely.

Jacobs is a graduate of the University of Pennsylvania with a BA in English and Communications and holds an MBA from the Wharton School at the University of Pennsylvania.

We believe Mr.

Jacobs broad management, business and entertainment experience make him well-qualified to serve on our board of directors.

Richard Paul has served on the board of directors of Funko, Inc.

since May 2022.

Paul has served as the Chief Executive Officer of Klutch Sports Group, LLC, a professional sports agency, since September 2012.

Paul is also a co-founder and advisor to Adopt, LLC, a creative agency, since April 2021.

Paul has served on the boards of directors of Klutch Sports Group, LLC since September 2012, United Talent Agency since July 2020, and Colieum Acquisition Corp., a special purpose acquisition company, since June 2021.

We believe Mr.

Paul is well qualified to serve on the board due to his broad-based business experience and extensive experience in the professional sports and pop culture industries.

Trevor Edwards has served on the board of directors of Funko, Inc.

since July 2022.

Edwards spent 25 years at Nike Inc., the multinational athletic apparel corporation, in roles of increasing responsibility, most recently as President, NIKE Brands from 2013 to 2018;

Vice President, Global Brand & Category Management from August 2006 to June 2013;

Vice President, Global Brand Management from 2002 to 2006;

Vice President, U.S.

Brand Marketing from 2000 to 2002;

Vice President, EMEA Marketing from 1999 to 2000;

Director of Marketing for Europe from 1997 to 1999;

and Director of Marketing for the Americas from 1995 to 1997.

Prior to NIKE, Mr.

Edwards worked at Colgate-Palmolive in Global Marketing.

Edwards served on the board of directors of Mattel Inc.

from 2012 to 2018.

Edwards received a BBA and MBA from Bernard Baruch College.

The board believes Mr.

Edwards extensive marketing and brand management experience, as well as public company leadership experience, make him well-qualified to serve on the Board.

Segment Information

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Item 1. Business