Funko Inc
For the period ended Jun 30, 2024. Filed Aug 8, 2024.
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Jun 30, 2024 · Filed Aug 8, 2024
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Item 5. Other Information
| Item 5. | Other Information |
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(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
On August 7, 2024, the Board appointed Yves Le Pendeven, the Company’s Acting Chief Financial Officer, as the Chief Financial Officer of the Company, effective August 8, 2024 (the “Effective Date”). In connection with such appointment, Mr. Le Pendeven will remain the Company’s principal financial officer and principal accounting officer.
In connection with Mr. Le Pendeven’s appointment as Chief Financial Officer, the Company has entered into an Employment Agreement (the “Le Pendeven Agreement”) with Mr. Le Pendeven. Pursuant to the Le Pendeven Agreement, Mr. Le Pendeven will serve as the Company’s Chief Financial Officer for a three-year term, subject to automatic renewal for up to two additional one-year periods unless either party provides notice of non-renewal. Pursuant to the Le Pendeven Agreement, the Company has agreed to pay Mr. Le Pendeven an annual base salary of $500,000 and has granted Mr. Le Pendeven a promotion equity award consisting of 11,800 restricted stock units (“RSUs”) and 42,000 stock options (the “Options”) under the Company’s 2019 Incentive Award Plan and applicable forms of award agreement. The RSUs shall vest in four equal annual installments on each of the first four anniversaries of the Effective Date and the Options will vest with respect to 25% of the shares subject thereto on the first anniversary of the Effective Date and the remaining 75% of the option will vest in thirty-six equal monthly installments thereafter, in each case subject to continued service through the applicable vesting dates. Mr. Le Pendeven will also be eligible to receive an annual performance-based bonus ranging from 0% of his annual base salary to a maximum payout level established by the Board in its discretion, with a target bonus opportunity of no less than 75% of his annual base salary. In addition, Mr. Le Pendeven will be entitled to relocation assistance in an amount up to $152,000.
The Le Pendeven Agreement provides that in the event Mr. Le Pendeven’s employment is terminated by the Company without “cause” or by Mr. Le Pendeven for “good reason” (each as defined in the Le Pendeven Agreement) then, subject to his execution and non-revocation of a release of claims, Mr. Le Pendeven will be entitled to receive an amount equal to continuation of his then-current base salary for up to twelve (12) months from the date of termination, payable in in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if he had remained an active employee, for any COBRA coverage he elects, if any; and the portion of any time-based equity awards which would have vested during the 12 month period following the date of termination shall accelerate and vest. The foregoing description of the Le Pendeven Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Le Pendeven Agreement, which is attached hereto as Exhibit 10.7 and incorporated herein by reference.
In addition, on August 7, 2024, the Board approved a special, one-time cash bonus of $360,000 to Michael Lunsford in recognition of his significant contributions to the Company as Interim Chief Executive Officer.
(b) None.
(c) Securities Trading Arrangements of Directors and Section 16 Officers.
During the three months ended June 30, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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