What changed in this filing

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Item 1. Business

2024-03-07 compared with 2023-03-01 · 122 added, 129 removed, 363 unchanged (41% 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, vinyl records, posters 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, plush, homewares, and digital non-fungible tokens ("NFTs"), which we make available at highly accessible price points under our Funko, Loungefly and Mondo brands.

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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Content providers have increasingly focused on creating original scripted and franchise content that has broad global appeal and potential for sequels and brand extensions.

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 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.

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

Although recent strikes by the Writers Guild of America and the Screen Actors Guild have interrupted content creation, 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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pop culture-related conventions, including New York Comic Con, Comic Con International:

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.

San Diego and Anime Expo 2023, drew sell-out crowds 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.

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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.

In 2023, we had license agreements with over 250 content providers covering approximately 900 active licensed properties.

We believe our numerous licensing relationships have allowed us to build one of the largest portfolios of licensed property in our industry, from which we can create multiple products based on each character within those properties.

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Many of our licensed properties are "evergreen" in nature—properties that are not tied to a current or new content release, such as Mickey Mouse, Harry Potter or classic Batman.

We have visibility into the new release schedule of our content providers and our expansive license portfolio allows us to dynamically manage new product creation.

We often have visibility into the new release schedule of our content providers and our expansive license portfolio allows us to dynamically manage new product creation.

This allows us to adjust the mix of products based on evergreen properties and new releases, depending on the media release cycle.

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We do not limit ourselves by targeting discrete demographics such as only collectors or children seeking the latest (and often short-lived) toy craze.

We strive to have something for everyone by offering figures and other product categories including bags, wallets, apparel, board games, plush, accessories, homewares and more.

We strive to have something for everyone by offering figures and other product categories including bags, wallets, apparel, plush, accessories, homewares and more.

We expect to continue to look for ways to diversify our product offerings to reach an even broader group of consumers.

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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!

Vinyl, as well as other branded lines such as Soda, Bitty Pop!, and Pop!

Yourself), Loungefly (softlines including bags, wallets, backpacks and apparel) and Other (which includes our emerging brands, such as Digital Pop!

The portion of sales attributed to Core Collectible branded products in the years ended December 31, 2023, 2022 and 2021 was 73%, 76% and 80%, respectively.

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

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 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 our own Funko events.

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 themed 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.

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We can provide our retail customers a customized product mix designed to appeal to their consumer bases.

Our key retail partners in the United States include Amazon, GameStop, Hot Topic, Target and Walmart.

Our key retail partners in the United States include Target, Amazon, GameStop and Hot Topic.

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, 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.

We believe we drive meaningful traffic to our retail customers’ stores because our products have their own built-in fan base, are refreshed regularly creating a “treasure hunt” shopping experience for consumers, and are often supplemented with exclusive, limited-time products that are highlighted on social media.

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

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

In 2022, we launched a secondary market resale channel directly through eBay.

Leading Design and Creative Capabilities

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In addition, our creativity and designs allow us to reinvigorate classic evergreen content by infusing a fresh, unique aesthetic into characters that enjoy enduring passion and nostalgia from fans.

With the help of our in-house creative team, we have also begun to develop our own proprietary intellectual property as well as various non-licensed board games.

With the help of our in-house creative team, we have also developed our own proprietary intellectual property, such as our Pop!

As a result of our creative capabilities and broad portfolio of licenses, we create a substantial number of new products each year.

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We have the ability to leverage evergreen or back catalog content by creating fun, whimsical and nostalgic programs to be sold at retail that resonate with fans.

Our evergreen programs include new versions of well-known characters such as our Marvel Venomized line or, products built around nostalgic content or places such as Disney theme parks.

Our evergreen programs include new versions of well-known characters or new product form factors such as Bitty Pop!.

Additionally, we intend to strategically focus on growing within genres that we believe we have underpenetrated, such as anime, sports and music.

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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.

Additionally, within the music category, we are expanding our license base to include more artists for Pop!

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, 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).

Additionally, within the music category, we are expanding our license base to include more artists.

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

Diversify our Revenue Streams through Product Innovation

We are leveraging Funko’s pop culture platform to diversify our revenue streams across product categories, channels and geographies.

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.

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

For example, in 2017, we completed the acquisition of Loungefly, LLC (“Loungefly”), a designer of a variety of licensed pop culture fashion handbags, small leather goods and accessories, to expand and diversify our product offerings in our accessories category (the “Loungefly Acquisition”).

In 2019, we acquired Forrest-Pruzan Creative LLC, a leading board game development studio, to help us expand our product offerings into the board game category and to develop the Funko Games brand.

In 2021, we launched, through our acquisition of the majority interest in TokenWave, LLC, the Company's first NFTs.

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 twenty-three additional countries throughout Europe.

In 2020, we launched our own e-commerce website in Europe, www.funkoeurope.com which has since expanded into 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.

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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.

In 2023, we launched a website platform in the U.S.

that consolidated 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.

We believe our direct-to-consumer business will help us strengthen our connection with our fans, deepen consumer engagement to drive customer lifetime value, build brand awareness with new audience segments, and support our retail customers.

In addition, we plan to leverage our direct-to-consumer business to bring new products and licenses to market quickly to keep pace with rapidly evolving pop culture trends.

Product Lines and Licenses

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We seek to license content that will allow us to capitalize on the popularity of current movies, TV shows, video games, music and other content releases, as well as classic evergreen properties, which are not tied to a current or new release, and which are less subject to pop culture trends.

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

Additionally, by utilizing our in-house creative team we have the ability to develop our own content and intellectual property.

Our current products are principally figures, fashion accessories, apparel, plush products, accessories, homewares, and NFTs.

Our Brands and Designs

Under the Funko brand, we have multiple proprietary brands under which most of our products are marketed.

Currently, our principal proprietary brands include Pop!

and Loungefly.

Currently, our principal proprietary brands include Pop!, Loungefly and Mondo.

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

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Loungefly branded products represented 20%, 19% and 15% in 2023, 2022 and 2021, respectively.

Other brands we market under include Mystery Minis, Paka Paka, and Popsies.

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.

Other brands we market under include Mystery Minis, Bitty Pop!, and Pop!

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

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

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

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Our license agreements permit us to use the intellectual property of our licensors in connection with the products we design and sell.

These license agreements typically provide that our licensors own intellectual property rights in the products we design and sell under the license, and as a result, upon termination of the license, we no longer have the right to sell these products.

These license agreements typically provide that our licensors own the intellectual property rights in the products we design and sell under the license, and as a result, upon termination of the license, we no longer have the right to sell these products.

A number of these license agreements relate to properties that are significant to our business and operations.

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For the years ended December 31, 2023, 2022 and 2021, we recorded reserves of $4.5 million, $0.8 million and $0.7 million, respectively, related to prepaid royalties we estimated would not be recovered through sales.

For the year ended December 31, 2023, 31% of sales were related to the Company's five largest license agreements, with no individual license agreement accounting for more than 10% of 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.

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 Doctor Strange and Jurassic World 3.

Examples of new movie releases are Spider-Man Across the Spider-Verse and Guardians of the Galaxy Vol.

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, and Stranger Things.

Examples of our current TV properties include One Piece, The Mandalorian, Demon Slayer, 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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Domestically, we sell our products to specialty retailers, mass-market retailers and e-commerce sites.

Our key retail partners in the United States include Amazon, GameStop, Hot Topic, Target and Walmart.

Our key retail partners in the United States include Target, Amazon, GameStop and Hot Topic.

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

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Our direct-to-consumer sales accounted for approximately 21%, 13% and 11% of our sales for 2023, 2022, and 2021, respectively.

Though our direct-to-consumer efforts have historically represented a small portion of our net sales, we intend to increase our focus on these efforts in the future.

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 intend to continue to increase our focus on these efforts in the future.

In 2023, we relaunched our U.S.

website platform that consolidated www.funko.com and www.loungefly.com under one online shopping cart.

We also utilize www.funkoeurope.com to serve customers in the UK and several countries in Europe.

We believe we have a diverse customer base, with our top ten customers representing approximately 43%, 44% and 45%, of our 2023, 2022, and 2021 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, TikTok and YouTube.

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

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

We continue to expand our reach globally through our compelling content, events and personal engagement with our fan base.

For example, in 2019 we opened a 40,000-square foot retail-tainment experience on Hollywood Boulevard in Los Angeles, California to further increase our brand presence and create additional opportunities to engage with our fan base.

We also plan to develop and implement new marketing programs aimed at driving traffic to our websites and new customer acquisition targeted to specific products and properties.

We are a worldwide leader in the design, manufacture and marketing of licensed pop culture and other products, in a highly competitive industry.

We compete with toy, board game and fashion accessory companies across our product categories, some of which have substantially more resources, stronger name recognition, and longer operating histories than us, and which benefit from greater economies of scale.

We also increasingly compete with large toy and board game companies for shelf space at leading mass market and other retailers.

We also compete with numerous smaller domestic and foreign collectible toy, board game and fashion accessory designers and manufacturers across our product categories.

We compete with toy and fashion accessory companies across our product categories, some of which have substantially more resources, stronger name recognition, and longer operating histories than us, and which benefit from greater economies of scale.

We also increasingly compete with large toy companies for shelf space at leading mass market and other retailers.

We also compete with numerous smaller domestic and foreign collectible toy and fashion accessory designers and manufacturers across our product categories.

Our competitive advantage is based primarily on the creativity and quality of the design of our products, our price points, our broad consumer appeal, our license portfolio and our ability to bring new products to market quickly.

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Government Regulation

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.

Our products sold in the United States are subject to the provisions of multiple statutes, 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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data privacy and cybersecurity laws, such as the U.S.

Children’s Online Privacy Protection Act, the California Consumer Privacy Protection Act (“CCPA”), and the EU/UK General Data Protection Regulation (“GDPR”).

Children’s Online Privacy Protection Act, the California Consumer Privacy Act (“CCPA”), and the EU/UK General Data Protection Regulation (“GDPR”).

We are subject to various other federal, state, local and international laws and regulations applicable to our business, including export controls, and have established processes for compliance with these laws and regulations.

These laws and regulations are constantly evolving and may be interpreted, applied, created, superseded, or amended in a manner that could harm our business.

These changes may occur immediately or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state and local administrative agencies.

As we expand our business into new markets or introduce new features or offerings into existing markets, regulatory bodies or courts may claim that we are subject to additional requirements, or that we are prohibited from conducting business in certain jurisdictions.

Human Capital

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In addition to offering market competitive salaries and wages, we offer comprehensive health and 401(k) benefits to eligible employees.

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.

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

As of December 31, 2023, we employed 1,269 full-time employees.

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While our customers in the retail industry, and many of our competitors, typically operate in highly seasonal businesses, we have historically experienced only moderate seasonality in our business.

For the years ended December 31, 2022, 2021 and 2020 approximately 53%, 59% and 64%, respectively, of our net sales were made in the third and fourth quarters, as our customers build up their inventories in anticipation of the holiday season.

The revenue distribution for the year ended December 31, 2020 was in part due to the COVID-19 pandemic, rather than typical seasonality, as we experienced weakened demand for our products in the first half of the year ended December 31, 2020, which had a negative impact on our net sales for the same period.

For the years ended December 31, 2023, 2022 and 2021 approximately 55%, 53% and 59%, respectively, of our net sales were generated in the third and fourth quarters, as our customers build up their inventories in anticipation of the holiday season.

Generally, the first quarter of the year represents the lowest volume of shipments and sales in our business and in the retail and toy industries generally, and it is also the least profitable quarter due to the various fixed costs of the business.

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The following table provides information regarding our executive officers and members of our board of directors (ages as of March 7, 2024):

Brian Mariotti

55 Chief Executive Officer, Director

Michael Lunsford

56 Interim Chief Executive Officer, Director

Andrew Perlmutter

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58 Chief Legal Officer and Secretary

Andy Oddie 50 Chief Revenue Officer

Andy Oddie 51 Chief Commercial Officer

Charles Denson

67 Chairman of the Board of Directors

Sarah Kirshbaum Levy 52 Director

Michael Lunsford

Jesse Jacobs 47 Director

Richard Paul 42 Director

Trevor Edwards 61 Director

Jesse Jacobs 48 Director

Michael Kerns 47 Director

Sarah Kirshbaum Levy 53 Director

Executive Officers

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.

Michael Lunsford has served as Funko, Inc.'s Interim Chief Executive Officer since July 2023 and on the board of directors of Funko, Inc.

since October 2018.

Lunsford served as an Advisor and Vice President of McClatchy, Inc.

from 2017 to September 2020.

Lunsford previously served as the Chief Executive Officer of SK Planet, Inc.

from 2013 until 2018 and as interim Chief Executive Officer of shopkick, Inc.

From 2008 to 2013, Mr.

Lunsford held various management roles with RealNetworks, Inc., including interim Chief Executive Officer and Executive Vice President and General Manager of RealNetworks’ Core Business and Chief Executive Officer of Rhapsody.

Lunsford also served on the board of directors of shopkick, Inc.

from 2013 to 2018, and on the boards of directors of various portfolio companies owned by SK Planet, Inc.

from 2013 to 2018.

From 2014 to 2018, Mr.

Lunsford served on the board of directors of the University of North Carolina Board of Visitors and IslandWood.

Lunsford received an M.B.A.

in Economics from The University of North Carolina.

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.

Lunsford’s broad management, retail and e-commerce experience 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.

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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;

(formerly NYSE American:

May 2017 to July 2022).

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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.

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

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

Oddie has over 25 years of 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.

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Denson held various positions at NIKE, Inc., where he was appointed to several management roles, including, in 2001, President of the NIKE Brand, a position he held until January 2014.

Denson also serves on the board of directors of several privately held organizations.

Denson currently serves on the board of directors of Columbia Sportswear Company, a leading provider of outdoor apparel and equipment, and has previously served on the board of directors of several privately held organizations.

Denson received a B.A.

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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.

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 currently serves on the board of directors of VF Corporation, a leading apparel, footwear and accessories company, and previously 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.

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.

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.

He was part of the early wave of online video and music, both at iFilm, where he ran content, as well as Yahoo!

Internet Life, where he produced live music and film events celebrating the best in digital video and music.

Jacobs is on the board of directors of The Chernin Group, Hodinkee, Collectors Universe and The North Road Company.

He previously served on the board of directors of Barstool Sports, Goldin Auctions, Equip, Exploding Kittens, The Action Network, Otter Media, Fullscreen, Ellation, Hello Sunshine, Headspace, and Gunpowder & Sky.

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.

Michael Kerns has served on the board of directors of Funko, Inc.

since November 2023.

Kerns is a Co-founder and Partner at TCG.

Kerns joined The Chernin Group, LLC in 2015, helping lead the company's investment efforts as President of TCG Digital.

Kerns has deep experience starting, managing, and investing in digital media and consumer technology companies.

Prior to joining The Chernin Group, Mr.

Kerns was a Senior Vice President at Yahoo!, leading the Homepage, Video, and Global Media Properties product and business unit.

Kerns previously cofounded Citizen Sports, where he was CEO and led the company to a successful acquisition by Yahoo!

Kerns began his career as an Associate at Angel Investors, LP.

and later became the Chief of Staff at Steinberg & Moorad Sports Management, a premier sports representation firm.

Kerns is on the board of TCG, Food52, Barstool Sports, MeatEater, SketchyMedical, Surfline, Sofar Sounds, Night Media, Epic Gardening and PLL.

Mike was previously on the board of directors of The Action Network, Otter Media, Ellation (Crunchyroll), and a board observer of Cameo.

Kerns is a graduate of UCLA with a BA in History.

We believe Mr.

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

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

since September 2019.

Levy has served as the Chief Executive Officer and a director of Betterment, LLC, a financial advisory company, since December 2020.

Levy has served as the Chief Executive Officer and a director of Betterment, LLC, the largest independent digital wealth management platform, since December 2020.

Levy previously served as the Chief Operating Officer of Viacom Media Networks, a division of the entertainment and media company, ViacomCBS, from 2016 through January 2020, where she was responsible for overseeing global strategy, finance and operations for the division.

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Levy’s extensive experience in entertainment and media, in particular her familiarity with consumer products licensing, make her well-qualified to serve on our board of directors.

Michael Lunsford has served on the board of directors of Funko, Inc.

since October 2018.

Lunsford served as an Advisor and Vice President of McClatchy, Inc.

from 2017 to September 2020.

Lunsford previously served as the Chief Executive Officer of SK Planet, Inc.

from 2013 until 2018 and as interim Chief Executive Officer of shopkick, Inc.

From 2008 to 2013, Mr.

Lunsford also served on the board of directors of shopkick, Inc.

from 2013 to 2018, and on the boards of directors of various portfolio companies owned by SK Planet, Inc.

from 2013 to 2018.

From 2014 to 2018, Mr.

Lunsford served on the board of directors of the University of North Carolina Board of Visitors and IslandWood.

Lunsford received an M.B.A.

in Economics from The University of North Carolina.

We believe Mr.

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

We identify our segments according to how the business activities are managed and evaluated, for which discrete financial information is available and is regularly reviewed by our Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance.

Due to a change in executive management during the year ended December 31, 2023, we have redefined our named CODM from our prior Chief Executive Officer to our current Chief Financial Officer and Chief Operating Officer.

Because our CODM reviews financial performance and allocates resources at a consolidated level on a regular basis, we have one segment.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business