Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2019, Funko, Inc. (the “Company”) announced that
the Company’s Board of Directors (the “Board”) appointed Jennifer Fall Jung as Chief Financial Officer (“CFO”) of the Company, effective August 13, 2019 (the “Effective Date”), to succeed Russell Nickel, the
Company’s current CFO. As previously disclosed, Mr. Nickel has agreed to remain employed as a Special Advisor to the Company through December 31, 2019.
Ms. Fall Jung, 49, 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. Ms. Fall Jung received her Bachelor of Business Administration in Finance and her Master of Business Administration, with an emphasis in International Business from San Diego State University.
In connection with Ms. Fall Jung’s appointment, the Company entered into an employment agreement with Ms. Fall Jung (the
“Employment Agreement”). As provided in the Employment Agreement, the Company has agreed to pay Ms. Fall Jung an annual base salary of $425,000, provide certain relocation assistance in connection with her relocation to the Everett,
Washington area and grant Ms. Fall Jung an initial equity award consisting of stock options and restricted stock units with an aggregate fair value targeted at 200% of Ms. Fall Jung’s annual base salary. The stock option award shall
vest with respect to 25% of such stock options on the
one-year
anniversary of the vesting commencement date with the remaining 75% of such stock options vesting in
thirty-six
equal and cumulative installments on each monthly anniversary thereafter, and the restricted stock unit award shall vest with respect to 25% of such restricted stock units on each of the first four
anniversaries of the vesting commencement date.
Ms. Fall Jung will also be eligible to receive an annual performance-based bonus
ranging from 0% of her annual base salary to a maximum payout level established by the Board in its discretion, with a target bonus opportunity of 50% of her annual base salary. In the event of a qualifying termination, Ms. Fall Jung will be
entitled to receive certain severance benefits under the Employment Agreement, subject to her execution and
non-revocation
of a release of claims.
As provided in the Employment Agreement, Ms. Fall Jung will be engaged as an independent contractor by the Company during the period
beginning on July 22, 2019 and ending on the Effective Date (the “Consulting Period”), when her employment as CFO of the Company will commence. During the Consulting Period, Ms. Fall Jung will provide consulting services to the
Company to facilitate the transition of the position of CFO. The Company has agreed to pay Ms. Fall Jung a fee of $25,000 for her services during the Consulting Period.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
actual Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.