Josh Simon joined as CEO only on September 1, 2025 and received a total reported compensation of $6,296,251, the bulk of which is a large sign-on equity award structured as a single grant covering multiple future years — including performance-based stock awards that only pay out if the stock reaches $8 or $20 per share, which are meaningful hurdles given the current price of $4.42. For the other named executives, annual cash bonuses paid out at 0% because the company missed its profit target, demonstrating that the incentive plan actually withheld pay when the company underperformed. The pay mix skews heavily toward variable compensation (approximately 78% for the CEO and 66% for other executives), the company has a meaningful clawback policy, and the prior year's say-on-pay vote received over 95% support, so no negative triggers are met under the policy.

PwC was first engaged in May 2024 (replacing EY), giving it only about two years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax fees of $8,000 plus other fees of $2,000) total $10,000 against audit fees of $4,969,000, a ratio of less than 1%, far below the 50% threshold. No material restatement attributable to PwC's work has been identified, and PwC is a Big 4 firm fully adequate for Funko's size and complexity.