Turtle Beach Corp
For the period ended Jun 2, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2026 · Filed Apr 21, 2026
Contents
Compensation-Setting Process
Role of the Compensation Committee
The Compensation Committee discharges the responsibilities of our Board relating to the compensation of our Named Executive Officers. The Compensation Committee reviews and recommends to the Board for approval the compensation of the CEO and the compensation of thenon-employee members of the Board. Decisions regarding the compensation of the other Named Executive Officers (“Other NEOs”) are made by the Compensation Committee in consultation with, and upon the
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recommendation of, the CEO. The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies, generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our executive officers.
In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our Named Executive Officers when making decisions with respect to their compensation.
The Compensation Committee’s authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available on the Company’s investor relations website at
https://corp.turtlebeach.com/ under the heading “Corporate Governance-Compensation Committee Charter.”
The Compensation Committee retains a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program which includes analyzing the competitive market for executive pay using a compensation peer group. However, the Compensation Committee exercises its own judgment in formulating and making decisions with respect to the compensation of our Named Executive Officers.
Setting Target Total Direct Compensation
Each year, the Compensation Committee conducts a review of the compensation arrangements of our Named Executive Officers, typically during the first fiscal quarter of the year. As part of this review, the Compensation Committee evaluates the base salary levels, annual target cash bonus opportunities and long-term incentive compensation opportunities of our Named Executive Officers and all related performance criteria.
The Compensation Committee does not establish a specific target for formulating the annual target total direct compensation opportunities of our Named Executive Officers. In formulating and making decisions about the compensation of our Named Executive Officers, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following:
| • | our executive compensation program objectives; |
| • | our performance against the financial, operational and strategic objectives established by the Compensation Committee and our Board; |
| • | each individual Named Executive Officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; |
| • | the scope of each Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; |
| • | the prior performance of each individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team; |
| • | the potential of each individual Named Executive Officer to contribute to our long-term financial, operational and strategic objectives; |
| • | the retention risk (and related replacement cost) of each individual Named Executive Officer; |
| • | our CEO’s compensation relative to that of our Other NEOs; |
| • | our financial performance relative to our peers; |
| • | the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and |
| • | the recommendations of our CEO with respect to the compensation of our Other NEOs, but not with respect to his own compensation. |
These factors provide the framework for formulating and making decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in making these decisions, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in formulating and making its compensation decisions for our Named
Executive Officers. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer’s role and business judgment in making their decisions.
On a biennial basis, the Compensation Committee evaluates our executive compensation levels against peer companies’ compensation programs and practices to establish our compensation levels with respect to our Named Executive Officers.
Role of Management
In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, as well as management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals (except with respect to his own compensation) with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our Other NEOs, based on his evaluation of the Other NEOs’ performance for the prior year.
The Compensation Committee reviews and discusses our CEO’s proposals and recommendations and considers them as one factor in formulating and making its decisions with respect to the compensation of our Named Executive Officers. Our CEO also attends meetings of our Board and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation.
Role of Compensation Consultant
The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the recommendations and decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair and serves at the discretion of the Compensation Committee, which reviews the engagement annually.
In 2025, the Compensation Committee engaged Compensia to serve as its compensation consultant and advise on select executive compensation matters and the selection of the compensation peer group.
During 2025, Compensia provided the following services:
| • | reviewed and provided recommendations with respect to the compensation peer group; |
| • | conducted detailed market assessments of CEO and executive team compensation; |
| • | assessed the Board compensation program relative to peer company practices; |
| • | assisted with the preparation of the annual proxy statement and Compensation Discussion and Analysis therein; |
| • | consulted with the Compensation Committee chair on select topics; and |
| • | supported the Compensation Committee on other ad hoc matters throughout the year. |
The terms of Compensia’s engagement include reporting directly to the Compensation Committee chair.
The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services and the fees associated with the services provided during 2025. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the NASDAQ Marketplace Rules and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.
Compensation Peer Group
The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of consumer-related technology companies that are similar to Turtle Beach in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee uses to formulate and make its decisions every two years with respect to the compensation of our Named Executive Officers.
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In November 2024, the Compensation Committee conducted its annual peer group review based on established selection criteria aligned with best practices. The goal of the review is to ensure the peer group underlying our competitive market analysis is appropriate, defensible and reflective of the Company’s current business and financial profile. The selection criteria included:
| • | U.S.-based publicly-traded companies in the consumer-related technology industry, and to the extent possible, companies with a focus on audio and video equipment and electronic products and whose products may compete with ours and who recruit from similar employee talent pools; |
| • | similar revenues — within a range of approximately 0.5x to approximately 2.5x of our then-trailing four quarters’ revenue; and |
| • | similar market capitalization — within a range of approximately 0.25x to approximately 4.0x of our then-30-day average market capitalization. |
Based on the review, three companies that were no longer independently publicly traded were removed (Avid Technology, Iteris and PCTEL) and two companies, in a similar industry sector and within both the revenue and market capitalization ranges, were added (NETGEAR and Ooma). In November 2024, the Compensation Committee formally approved the 2025 peer group as listed below:
| Applied Optoelectronics | Digi International | Ooma* |
|---|---|---|
| Arlo Technologies | GoPro | PAR Technology |
| AstroNova | KVH Industries | Quantum |
| Aviat Networks | Lantronix | Universal Electronic |
| Corsair Gaming | NETGEAR* |
| * | Denotes a new peer added for 2025 |
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Relative to the peer group at the time of approval, Turtle Beach ranked at the 39th percentile on a last four quarters revenue basis and 54th percentile on market capitalization.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.