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
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.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
Exhibit 10.1 Employment Agreement, dated July 22, 2019, between the Company
and Jennifer Fall Jung.
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