DEF 14A of Turtle Beach Corp, Apr 18, 2025

DEF 14A of Turtle Beach Corp

Filed Apr 18, 2025 · FY20240001193125-25-085765

Open on EDGAR

  1. Terry Jimenez

    | | Page | | EXECUTIVE COMPENSATION | 51 | | 2024 Summary Compensation Table | 51 | | Grants of Plan-Based Awards Table | 52 | | 2024 Outstanding Equity Awards at Fiscal Year-End Table | 53 | | 2024 Option Exercises and Stock Vested Table | 54 | | CEO Pay Ratio | 54 | | Employment Arrangements with Named Executive Officers | 54 | | Post-Employment Compensation Arrangements | 55 | | Potential Payments Upon Termination or Change in Control | 56 | | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 57 | | ITEM 4—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 58 | | ITEM 5—APPROVAL OF AMENDMENT TO 2023 STOCK-BASED INCENTIVE COMPENSATION PLAN | 59 | | PAY VERSUS PERFORMANCE | 67 | | 2024 Pay-Versus-Performance Table | 67 | | Financial Performance Measures | 69 | | Relationship Between Compensation Actually Paid and Performance Measures | 69 | | DIRECTOR COMPENSATION | 73 | | 2024 Director Compensation Table | 73 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 75 | | The Donerail Group LP | 75 | | DC VGA LLC (f/k/a PDP Holdings LLC) | 75 | | DELINQUENT SECTION 16(a) REPORTS | 77 | | HOUSEHOLDING | 77 | | OTHER BUSINESS | 77 | | APPENDIX A—AMENDMENT NO. 2025-1 TO TURTLE BEACH CORPORATION 2023 STOCK-BASED INCENTIVE COMPENSATION PLAN | 78 |

  2. Nominees for Director

    Nominees for Director

  3. Nominees for Director

    | Terry Jimenez | Age: 53 | | Chairman Since May 2023 Director Since October 2022 Committees Value Enhancement (Chair) Nominating and Governance (Member) | Biographical Information Terry Jimenez joined the Board in October 2022 and was named Chairman of the Board effective May 1, 2023. Mr. Jimenez is the Chair of the Value Enhancement Committee and a member of the Nominating and Governance Committee. Mr. Jimenez previously served as the Chief Executive Officer, President and member of the board of directors at Tribune Publishing Company, a publicly traded diversified media company with $1 billion in annual revenue, from February 2020 to May 2021, and as Chief Financial Officer from April 2016 to February 2020, Prior to Tribune Publishing, he was a Partner within IBM’s Global Business Services division working on large transactions in Australia, Brazil, UK, Poland, Holland, Italy and other countries. Earlier in his career, Mr. Jimenez served in a variety of finance, strategy and leadership roles with McDonald’s Corporation. Mr. Jimenez previously served as a Senior Advisor to Salad and Go from October 2022 to July 2023 and as a Consultant at G/O Media from November 2021 to March 2023. Mr. Jimenez previously served as Chairman of the BestReviews board and currently serves on the boards of the Ronald McDonald House Charities of Chicagoland/NW Indiana (including as Audit Committee Chair and Treasurer) and Northern Illinois University College of Business. Mr. Jimenez is currently an adjunct professor at Northern Illinois University teaching Accountancy for executive MBA programs in Naperville, Illinois and Bogota, Colombia. Mr. Jimenez received his MBA from Northwestern University’s Kellogg School of Business and his B.S. in Accounting from Northern Illinois University. Qualifications Mr. Jimenez has significant experience in executive leadership roles, M&A transactions, and capital allocation. Mr. Jimenez provides the Board with experience in multiple industries across the areas of product and intellectual property strategies, e-commerce and marketing, information technology, financial and operations, and public company boards. | | Elizabeth B. Bush | Age: 42 | | Director Since July 2024 Committees Compensation (Member) | Biographical Information Elizabeth B. Bush joined the Board in July 2024 and is a member of the Compensation Committee. Ms. Bush currently serves as Global Head of Media and Entertainment Partnerships at Creative Artists Agency LLC (“CAA”), a role she has held since June 2024. Ms. Bush has also served as an agency board member of CAA since April 2024 and, prior to her current role, served in various leadership positions at CAA since November 2020. Previously, Ms. Bush served as founder and Chief Executive Officer of Tandem Investment Holdings LLC (“Tandem”), a creative agency, from March 2015 to November 2020, when Tandem was acquired by CAA. Prior to founding Tandem, Ms. Bush worked for the Walt Disney Company as Head of Global Promotions at Marvel Entertainment LLC from April 2012 to March 2015 and Director of Marketing and Strategic Partnerships at American Broadcasting Company from May 2009 to April 2012. Earlier in her career, Ms. Bush served as the Director of Marketing for the Women’s National Basketball Association (WNBA) team the Los Angeles Sparks from September 2007 to May 2009, and worked in team marketing and business operations for the National Basketball Association (NBA) from September 2004 to September 2007. Ms. Bush also serves as an advisory board member at IMPACT Learning Institute and as an adviser at Female Founder Collective and she previously served as a media advisory board member at Athletes Unlimited. Ms. Bush received a B.A. in rhetoric and communication studies from the University of Richmond. Qualifications Ms. Bush brings nearly 25 years of experience in marketing and strategic growth initiatives in the media and entertainment industries. Ms. Bush’s significant experience in the media and entertainment industries, in addition to extensive management and board expertise, qualifies her to serve as a director. |

  4. Nominees for Director

    | 2025 Proxy Statement | 18 |

  5. Nominees for Director

    | Cris Keirn | Age: 54 | | Chief Executive Officer Director Since March 2024 | Biographical Information Mr. Keirn joined the Board in 2024. He has served as the CEO since March 2024. He previously served as the Company’s Interim CEO from July 2023 and Senior Vice President, Global Sales from August 2016, until his appointment as CEO. As Senior Vice President, Global Sales, Mr. Keirn oversaw the growth and development of the Company’s gaming accessories business, was responsible for all consumer retail and sales account management and led the Company’s sales operations, customer care and market analytics teams. Prior to serving as Senior Vice President, Global Sales, Mr. Keirn served as Vice-President of Business Planning and Strategy and other roles at the Company, from February 2013 to August 2016. Prior to joining the Company, Mr. Keirn held leadership positions over a 17-year span at Motorola across product management, operations, quality and customer relations. Mr. Keirn received a B.S. in Mechanical Engineering from Purdue University and a Master’s Certificate in Project Management from George Washington University. Qualifications Mr. Keirn brings nearly 30 years of experience in the consumer electronics and telecom industries. Mr. Keirn’s deep understanding of Turtle Beach’s business through his various roles at the Company, including currently serving as the CEO, make him well-qualified to serve as a director. | | David Muscatel | Age: 56 | | Director Since March 2024 | Biographical Information Dave Muscatel joined the Board in 2024 following Turtle Beach’s acquisition of Performance Designed Products LLC (“PDP”). Mr. Muscatel has nearly 20 years of experience operating and managing private equity-backed businesses and is currently a Senior Operating Partner at Diversis Capital – the largest shareholder of Turtle Beach Corporation. Mr. Muscatel has served as the CEO of several companies, including Rand McNally, ArrowStream, Fusion Logistics, and Blue Software. He was also formerly the COO and CFO of PDP. In addition to Turtle Beach, Mr. Muscatel currently serves as a board member of, Fusion Logistics, PureCars Technologies Holdings, LLC, Inductive Health Informatics, LLC, Blackbox Intelligence Holdings, LLC, and WorldApp Inc. Mr. Muscatel received his MBA with honors from The University of Chicago Booth School of Business and graduated Cum Laude with a BA in Economics from Pomona College. Qualifications Mr. Muscatel brings nearly 20 years of experience operating and managing private equity-backed businesses. His deep knowledge of the video game accessory business from his time at PDP, as well as his wealth of experience in executive management, mergers and acquisitions, and strategic licensing, make him well-qualified to serve as a director. |

  6. Nominees for Director

    | 19 | |

  7. Nominees for Director

    | Katherine L. Scherping | Age: 65 | | Director Since May 2022 Committees Audit (Chair) Nominating and Governance (Member) | Biographical Information Katherine L. Scherping, CPA, CGMA joined the Board in May 2022 and is the Chair of the Audit Committee and a member of the Nominating and Governance Committee. Ms. Scherping has served as Chief Executive Officer of KLS Advisors, Inc., a financial and executive leadership advisory firm, since October 2011. Since December 2022, Ms. Scherping has served in various roles as a member of the board of directors, RE/MAX Holdings, Inc. (NYSE: RMAX), including as the Chair of the Audit Committee and as a member of the Finance and Investment Committee. Ms. Scherping previously served as Chief Financial Officer of National CineMedia, Inc. (Nasdaq: NCMI), the largest cinema advertising network in the U.S., from August 2016 to March 2020. Ms. Scherping also served in various positions at QCE, LLC (d/b/a Quiznos Subs), a privately held quick-serve sub sandwich restaurant franchisor, including as Interim CEO in 2016 and Chief Financial Officer from December 2013 to July 2016. Previously, Ms. Scherping also served as Chief Financial Officer of Red Robin Gourmet Burgers, Inc. (Nasdaq: RRGB) and of Tanning Technology Corporation (formerly Nasdaq: TANN), which operated as an information technology services provider. Ms. Scherping served as chair of the audit committee of the board of directors of Papa Murphy’s Holdings, Inc. (formerly Nasdaq: FRSH), from February 2017 until its acquisition by MTY Food Group Inc. (OTC: MTYFF) in May 2019. Ms. Scherping received her B.S. in Accounting from Northern Illinois University. Qualifications Ms. Scherping has over 38 years of finance, accounting, and managerial experience. This experience, as well as her service as a public company board member and as the Chief Financial Officer of several public and private companies across multiple industries, including over 18 years in international hospitality and consumer businesses, make her well-qualified to serve as a director. |

  8. Nominees for Director

    | Julia W. Sze | Age: 58 | | Director Since December 2022 Committees Nominating and Governance (Chair) Compensation (Member) | Biographical Information Julia W. Sze, CFA joined the Board in December 2022 and is the Chair of the Nominating and Governance Committee and a member of the Compensation Committee. She has over 30 years of executive leadership experience in financial services and has been a leader in improving corporate governance standards in businesses at all stages. Ms. Sze currently serves on the board and audit and compensation committees of Cavco Industries Inc. (NASD: CVCO), the country’s third largest manufacturer of systems-built homes, and on the board of Tern Bicycles. Ms. Sze previously served as a member of the board of directors of Amalgamated Bank Foundation, a not-for-profit organization, from April 2019 to August 2021 and the board of Laird Norton Wealth Management from May 2022 to July 2024. Ms. Sze is a distinguished professional faculty member at UC Berkeley’s Haas School of Business, where she teaches courses on impact investing and portfolio management. In addition to her public company board experience and financial and operations experience, Ms. Sze provides the board with extensive expertise in international capital markets and ESG best practices. Qualifications Ms. Sze has over 30 years of executive leadership experience in financial services as a global portfolio manager, hedge fund manager, and chief investment officer for large institutional portfolios. |

  9. Nominees for Director

    | 2025 Proxy Statement | 20 |

  10. Nominees for Director

    | Andrew Wolfe, Ph.D. | Age: 62 | | Director Since February 2012 Committees Audit (Member) Nominating and Governance (Member) Value Enhancement (Member) | Biographical Information Andrew Wolfe, Ph.D. joined the Board in February 2012 and is a member of the Audit Committee, Nominating and Governance Committee and Value Enhancement Committee. Dr. Wolfe founded Wolfe Consulting in 2002, and currently serves as a technology and intellectual property consultant in the consumer electronics, computer, and semiconductor industries. Dr. Wolfe also testifies and serves as a consulting expert for intellectual property and other technology-related litigation matters. In addition, he serves as an Assistant Teaching Professor at Santa Clara University where he teaches Embedded Systems, IC design, PCB design and Mechatronics. He has been recognized as a Fellow at the Institute of Electrical and Electronic Engineers. Previously, Dr. Wolfe was Chief Technology Officer for SONICblue, Inc. (formerly S3, Inc.) from 1999 to 2002 and also served as Senior Vice President of Business Development from 2001 to 2002. Qualifications Dr. Wolfe has over 40 years of experience working with Fortune 500 corporations and technology startups, with expertise in developing new products and technologies as well as in product and intellectual property strategy. Dr. Wolfe’s notable technology, intellectual property, and licensing experience qualifies him to serve as a director. |

  11. Nominees for Director

    | William Wyatt | Age: 41 | | Director Since May 2023 Committees Compensation (Chair) Value Enhancement (Member) | Biographical Information William Wyatt joined the Board in May 2023 and is the Chair of the Compensation Committee and a member of the Value Enhancement Committee. Since August 2018 Mr. Wyatt has been the Managing Partner of The Donerail Group LP, an investment management firm. Prior to Donerail, from March of 2015 Mr. Wyatt was a Portfolio Manager at Starboard Value LP, a New York-based investment adviser, where he served as the Head of Event Driven Investments. Mr. Wyatt also served in a variety of investment and leadership roles at Empyrean Capital, Magnetar Capital and Goldman Sachs. Qualifications Mr. Wyatt possesses extensive business and investment expertise, and executive-level experience. The Board believes that his experience as an investment manager makes him well-qualified to serve as a director. |

  12. Nominees for Director

    | The Board unanimously recommends a vote FOR each of the listed nominees by voting on the Proxy Card. |

  13. Nominees for Director

    | 21 | |

  14. Executive Compensation Philosophy and Objectives

    | • | provide market competitive compensation benefit levels that will attract, motivate, reward and retain a highly talented team of executives within the context of responsible cost management; |

  15. Executive Compensation Philosophy and Objectives

    | • | align the interests and objectives of our executives with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance; and |

  16. Compensation-Setting Process

    | • | the potential of each individual Named Executive Officer to contribute to our long-term financial, operational and strategic objectives; |

  17. Compensation-Setting Process

    | • | 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 |

  18. Compensation-Setting Process

    | • | conducted an annual review and provided recommendations with respect to the compensation peer group; |

  19. Compensation-Setting Process

    | • | provided detailed short- and long-term incentive compensation design practices in the market and assisted with program design; |

  20. Compensation-Setting Process

    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 2024. 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. In July 2023, the Compensation Committee commenced a process to assess the selection criteria and peer group companies to account for changes in the business and financial profile. The goal of the process was to ensure the peer group underlying our competitive market analysis was appropriate and defensible. The following best practices selection criteria, generally consistent with past years, served as the basis of the evaluation:

  21. Compensation-Setting Process

    Relative to the peer group at the time of approval, Turtle Beach ranked at the 38th percentile on a last four quarters revenue basis and 44th percentile on market capitalization. In November 2024, the Committee conducted its annual peer group selection using the same selection criteria and approved the 2025 Peer Group, including the replacement of three companies that were no longer independently publicly traded (Avid Technology, Iteris and PCTEL) and with two new companies (NETGEAR and Ooma). 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. In November 2024, the Compensation Committee formally approved the 2025 peer group as listed below:

  22. Compensation Elements

    Compensation Elements Our executive compensation program consists of three principal elements – annual base salary, annual cash bonus opportunities and long-term incentive compensation opportunities in the form of equity awards. Our executive compensation program continues to evolve and respond to stockholder feedback. The 2024 program sought to further align our executive compensation with our performance and business strategy, and developments in our broader industry.

  23. Compensation Elements

    | | Compensation Element | 2024 Program Design | Objective | | | Annual Base Salary | No adjustments from 2023 other than the CEO in connection with appointment to new role | Designed to attract and retain executives by providing fixed compensation in amounts that are competitive in the market and reward performance | | | Annual Cash Bonus Program | Earned based only on shared corporate financial metrics and strategic objectives; no individual performance metrics or modifiers Bonus payment range 0% to 150% of target performance | Designed to motivate executives to achieve annual business objectives and provide financial benefits when we meet or exceed these objectives | | | Long-Term Incentive Compensation Program | PSU award performance period Performance measured over 13 months and 12 months, respectively, with additional time-based vesting for earned units over two years PSU award payment cap 175% of target performance RSU award vesting requirement Equal annual increments over four years | Designed to align the interests of executives and stockholders by motivating executives to create sustainable long-term stockholder value |

  24. Compensation Elements

    Annual Cash Bonus Program We use an annual cash bonus program to motivate our Named Executive Officers to achieve our annual business goals. In April 2024, the Compensation Committee approved the 2024 Executive Bonus Plan to provide incentives for our Named Executive Officers to meet or exceed four key financial and shared corporate strategic objectives. Individual performance goals were eliminated for 2024, and the maximum payout level was reduced from 200% to 150% of target.

  25. Compensation Elements

    Target Annual Cash Bonus Opportunities For purposes of the 2024 Bonus Plan, cash bonuses were to be based upon a specific percentage of each Named Executive Officer’s annual base salary. Mr. Keirn’s target bonus opportunity under the 2024 Bonus Plan was approved at 100% of base salary upon appointment as CEO, an increase from 80% of salary in his prior role of SVP Global Sales and Interim CEO. Mr. Hanson’s target bonus remained unchanged at 70% of salary.

  26. Compensation Elements

    | Named Executive Officer | 2024 Target Annual Cash Bonus Opportunity (as a percentage of base salary) (%) | 2024 Target Annual Cash Bonus Opportunity ($) | | Mr. Keirn | 100% | $475,000 | | Mr. Hanson | 70% | $276,500 |

  27. Compensation Elements

    Potential annual cash bonuses for our Named Executive Officers under the 2024 Bonus Plan could range from zero to a maximum of 150% of their target annual cash bonus opportunity, reduced from a 200% of target maximum under the 2023 Bonus Plan. No payouts are earned with respect to the two shared strategic objectives (headset and controller market share growth) unless target performance is achieved or exceeded. Corporate Financial Performance Metrics Consistent with the 2023 Bonus Plan, the Compensation Committee selected net revenue and Adjusted EBITDA as the two corporate financial performance metrics for the 2024 Bonus Plan. Net revenue represented 20% and Adjusted EBITDA represented 65% of the total 2024 Bonus Plan payout. The Compensation Committee believed these metrics would also most directly influence the creation of sustainable long-term stockholder value. Relative to 2023 target performance levels, the 2024 net revenue target is approximately 45% higher and the EBITDA target is approximately 750% higher. For purposes of the 2024 Bonus Plan:

  28. Compensation Elements

    The payment scale for each of these corporate performance metrics is set forth below. To the extent that performance for any metric was below the threshold performance level, there would be no payment with respect to that metric. In addition, the potential payment for any metric was capped at the maximum performance level. Achievement levels and payment percentages for performance between the threshold and maximum performance levels were developed by the Compensation Committee. Payment for performance for points between those reflected in the table were calculated using straight-line interpolation.

  29. Compensation Elements

    | Performance Level | Net Revenue (Weighted 20%) | | | Adjusted EBITDA (Weighted 65%) | | | | | Revenue ($) | Performance as Percentage of Target | Payout Percentage of Target | Adjusted EBITDA ($) | Performance as Percentage of Target | Payout Percentage of Target | | Below Threshold | <$351,000,000 | < 90% | 0% | <$46,200,000 | < 80% | 0% | | Threshold | $351,000,000 | 90% | 65% | $46,200,000 | 80% | 50% | | Target | $390,600,000 | 100% | 100% | $57,750,000 | 100% | 100% | | Maximum | $468,700,000 | 120% | 150% | $72,200,000 | 125% | 150% |

  30. Compensation Elements

    | | Growth in Headset Market Share (Weighted 10%) | Growth in Controller Market Share (Weighted 5%) | Payout as a Percent of Target | | Below Target | <10 basis points Increase | <300 basis points increase | 0% | | Target | 10 – 199 basis points increase | 300 – 499 basis points increase | 100% | | Above Target | 200 – 399 basis points increase | 500 – 699 basis points increase | 125% | | Maximum | >=400 basis points increase | >=700 basis points increase | 150% |

  31. Compensation Elements

    Annual Cash Bonus Payments In March 2025, the Compensation Committee determined that, for 2024, our actual net revenue was $372.8 million and our actual Adjusted EBITDA was $56.4 million. Based on these results, our Named Executive Officers received 83.06% of their target annual cash bonus opportunity with respect to the corporate financial performance metrics. The following table sets forth the target annual cash bonus opportunities and the actual annual cash bonus payments made to Messrs. Keirn and Hanson for 2024 as approved by the Compensation Committee:

  32. Compensation Elements

    | | Performance Achievement | | Earned Bonus Payout | | | Performance Metric | Weighting | Actual as a Percent of Target | Mr. Keirn | Mr. Hanson | | Net Revenue | | | $79,857 | $46,485 | | Adjusted EBITDA | | | $290,933 | $169,354 | | Growth in Headset Market Share | | | $0 | $0 | | Growth in Controller Market Share | | | $23,750 | $13,825 | | Total Actual Payment | | | $394,540 | $229,664 |

  33. Compensation Elements

    Long-Term Incentive Compensation Long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, retain and reward qualified and experienced executive officers in a highly competitive market. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executive officers without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our Common Stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for our stockholders.

  34. Compensation Elements

    In 2024, the Compensation Committee used a combination of performance-based PSU awards and time-based RSU awards that may be earned and settled for shares of our Common Stock to motivate and reward our Named Executive Officers for long-term increases in the value of our Common Stock. The Compensation Committee believes that a portfolio of PSU awards and RSU awards appropriately balances the incentive benefits of a performance-based equity award vehicle with the retention and stockholder anti-dilution objectives of a time-based equity award vehicle, enabling us to use our equity compensation resources efficiently. The Compensation Committee believes that these equity awards align the interests of our Named Executive Officers with the interests of our stockholders by providing a significant incentive for them to manage our business from the perspective of an owner with an equity stake in the outcome of our financial and operational results and help us to achieve our retention objectives. In the case of PSU awards, the Compensation Committee believes these awards provide a direct link between compensation and stockholder return, thereby motivating our Named Executive Officers to focus on and strive to achieve both our annual and long-term financial and strategic goals. In the case of RSU awards, because the value of RSU awards increases with any increase in the value of the underlying shares of our Common Stock, RSU awards also serve as an incentive that aligns the long-term interests of our Named Executive Officers with the interests of our stockholders. In addition, because RSU awards represent the right to receive shares of our Common Stock upon settlement and have value even in the absence of stock price appreciation, the Compensation Committee believes that we are able to incentivize and retain our Named Executive Officers using fewer shares of our Common Stock than would be necessary if we used other equity vehicles, such as stock options, to provide an equity stake in the Company. To date, the Compensation Committee has not applied a rigid formula in determining the size of the equity awards to be granted, instead the Compensation Committee has exercised its judgment as to the amount of the awards after taking into consideration:

  35. Compensation Elements

    | • | a competitive market analysis prepared by its compensation consultant, |

  36. Compensation Elements

    | • | the recommendations of our CEO (except with respect to his own equity award), |

  37. Compensation Elements

    | • | the proportion of our total shares outstanding used for annual long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group and the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group, as well as |

  38. Compensation Elements

    Based upon these factors, the Compensation Committee formulates and determines the size of each equity award it decides to grant at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. 2024 Annual Equity Awards In April 2024, as part of its annual review of our executive compensation program, the Compensation Committee determined to grant our executive officers, including Messrs. Keirn and Hanson PSU awards and RSU awards. To further reinforce the importance of driving stock price appreciation and shareholder value, as well as achieving rigorous EBITDA goals over the next 12 months, the Compensation Committee increased the percentage of the target equity value awarded in PSUs to 70% from 30% in 2024. As a result, only 30% of the award value was granted value granted in RSUs. The 2024 equity awards were as follows:

  39. Compensation Elements

    | Named Executive Officer | Number of RSUs | RSU Grant Value (30% of Total Value) | Number of PSUs (At Target) | PSU Grant Value (70% of Total Value) | Total Grant Target Value | | Mr. Keirn | 26,208 | $450,000 | 61,153 | $1,050,000 | $1,500,000 | | Mr. Hanson | 8,736 | $150,000 | 20,384 | $350,000 | $500,000 |

  40. Compensation Elements

    2024 RSU Awards The RSU awards granted to our Named Executive Officers vest over a four-year period, with one-quarter of the RSUs subject to the award vesting on April 1, 2025, and the remainder of the RSUs subject to the award vesting in equal annual installments until April 1, 2028, contingent upon the applicable Named Executive Officer’s continued employment with or service to us through each applicable vesting date. The RSUs represent a contingent right to receive one share of our Common Stock for each unit that vests, or cash with a value equal to the fair market value of the underlying Common Stock, or a combination thereof. The RSU award is subject to the terms of the 2023 Stock-Based Incentive Compensation Plan (the “2023 Stock Plan”) and the applicable award agreement. 2024 PSU Awards The Compensation Committee approved a new structure for the 2024 PSUs designed to reward achievement of rigorous stock price appreciation to increase alignment with shareholder interests and emphasize the importance of EBITDA as a measure of success in both the near and long-term of the business strategy. As such, 50% of the PSUs granted on April 1, 2024 are earned upon approximately 30% stock price appreciation from the date of grant, as measured using a 30-day volume weighted average price as of May 9, 2025 (“Stock Price PSUs”). The other 50% are earned based on meeting and exceeding Adjusted EBITDA measured beginning with the second quarter of fiscal year 2024 through the end of the first quarter of fiscal year 2025 (“AEBITDA PSUs”). The number of PSUs that can be earned ranges from 0% to 200% of target for Stock Price PSUs and 0% to 150% of target for AEBITDA PSUs. Earned shares vest in 3 equal installments with the first installment vesting at the end of the performance period (March 9, 2025) and the other two installments vesting on the second and third anniversaries, respectively. Unearned shares following the stock price close on May 9, 2025 and certification of Q1 2025 financial results are forfeited.

  41. Compensation Elements

    | Performance Level | Stock Price PSUs (50%) | | | Adjusted EBITDA PSUs (50%) | | | | | Stock Price Goal | Performance as % of Target | Percent of PSUs Earned | AEBITDA Goal ($M) | Performance as % of Target | Percent of PSUs Earned | | Below Threshold | $16.76 | <75% | 0% | <$54.0 | <80% | 0% | | Threshold | $16.76 | 75% | 50% | $54.0 | 80% | 50% | | Target | $22.35 | 100% | 100% | $67.5 | 100% | 100% | | Maximum | $27.94 | 125% | 200% | $84.4 | 125% | 150% |

  42. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    2023 Market Growth PSU Awards and EBITDA Margin Awards Results of 2023 PSU Awards Tied to 2024 Performance (Market Growth and Adjusted EBITDA Margin) In March 2025, the Compensation Committee reviewed and evaluated our 2024 market growth and adjusted EBITDA as a percentage of net revenue against performance levels set at the time of grant in April 2023 for purposes of the second period of the 2023 PSU Awards. The Committee determined that our actual 2024 revenue growth of 32% exceeded the maximum performance level of market growth plus 6% and our 2024 adjusted EBITDA margin of 15.1% exceeded the maximum performance level set at 10%, both yielding payouts of 200% of the target number of units allocated to the Market Growth and

  43. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    | 43 | |

  44. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    EBITDA Margin PSU Awards. Total shares earned for the 2024 period at 200% of target are outlined below.

  45. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    | | 2023 Market Growth PSUs: 2024 Performance | | 2023 EBITDA Margin PSUs: 2024 Performance | | Total PSUs Earned for 2024 Performance | | | Names Executive Officer | Target PSUs (#) | Actual PSUs (#) | Target PSUs (#) | Actual PSUs (#) | Target PSUs (#) | Actual PSUs Earned (#) | | Mr. Keirn | 1,980 | 3,960 | 1,980 | 3,960 | 3,960 | 7,920 | | Mr. Hanson | 2,228 | 4,455 | 2,228 | 4,455 | 4,455 | 8,910 |

  46. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    For purposes of the Market Growth PSU awards, “market” is defined as NPD+GFK market sell through size for North America, the United Kingdom, France and Germany for all gaming headsets, keyboards and mice. Results of 2022 PSU Awards Tied to 2024 Performance (Market Growth and Adjusted EBITDA Margin) In March 2025, the Compensation Committee reviewed and evaluated our 2024 market growth and adjusted EBITDA as a percentage of net revenue against performance levels set at the time of grant in April 2022 for purposes of the third period of the 2022 PSU Awards. The Committee determined that our actual 2024 revenue growth of 32% exceeded the maximum performance level of market growth plus 10%, resulting in 200% of the target shares allocated to the Market Growth PSUs earned. Our 2024 adjusted EBITDA of 15.1% as a percentage of net revenue fell between the target and maximum performance levels set at 14% and 18%, respectively, yielding a payout of 114.1% of target of the EBITDA PSU Awards. Total shares earned for the 2024 period at 157.1% of target are outlined below.

  47. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    | | 2022 Market Growth PSUs: 2024 Performance | | 2022 EBITDA PSUs: 2024 Performance | | Total 2022 PSUs Earned for 2024 Performance | | | Names Executive Officer | Target PSUs (#) | Actual PSUs Earned (#) | Target PSUs (#) | Actual PSUs (#) | Target PSUs (#) | Actual PSUs (#) | | Mr. Keirn | 2,380 | 4,760 | 2,380 | 2,716 | 4,760 | 7,476 | | Mr. Hanson | 2,720 | 5,440 | 2,720 | 3,104 | 5,440 | 8,544 |

  48. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    Deferred Stock Award for Mr. Keirn in Connection with Interim CEO Service In connection with his appointment as our Interim CEO in July 2023, the Compensation Committee agreed to grant Mr. Keirn a deferred stock award, subject to the terms and conditions of the 2023 Stock Plan and pursuant to the terms and conditions set forth in the written agreement evidencing the award. Under the terms of the deferred stock award, Mr. Keirn received shares of our Common Stock in an amount equal to $10,000 per month for each month that he served as Interim CEO, prorated for any partial month of service and calculated on a monthly basis by using the 30-day average of the closing price of shares of our Common Stock as reported on the Nasdaq Global Market immediately prior to and including the last calendar day of the applicable month of service. Such deferred stock became vested and payable when we appointed Mr. Keirn as our permanent CEO. During 2024, the Compensation Committee granted Mr. Keirn the following deferred stock awards for service during January through the first half of March 2024:

  49. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    | Calendar Month | Number of Deferred Shares Granted | | January 2024 | 928 | | February 2024 | 868 | | March 2024 | 407 | | Total | 2,203 |

  50. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    As a result of Mr. Keirn’s appointment as our CEO on March 13, 2024, a total of 8,094 deferred shares of our Common Stock that were granted to Mr. Keirn from July 2023 through March 2024 vested in full. The equity awards granted to our Named Executive Officers during 2024 are set forth in the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” below.

  51. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    | 2025 Proxy Statement | 44 |

  52. 2023 Market Growth PSU Awards and EBITDA Margin Awards

    Executive Officer Transitions On January 24, 2025, Mr. Hanson ceased serving as the Company’s Chief Financial Officer and Treasurer, principal accounting officer and principal financial officer, effective as of February 3, 2025 (the “Hanson Transition Date”). In connection with Mr. Hanson’s departure, the Company and Mr. Hanson entered into an Employment Transition Letter Agreement (the “Hanson Transition Agreement”), as disclosed in our Current Report on Form 8-K filed with the SEC on January 27, 2025. Full details regarding Mr. Hanson’s departure and Mr. Weinswig’s hiring will be provided in next year’s proxy statement. Health and Welfare Benefits Our Named Executive Officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried U.S. employees. These benefits include, but are not limited to, medical, dental, and vision insurance, group life insurance, an employee assistance program, health savings and flexible spending accounts, advocacy resources, short-term and long-term disability insurance and supplemental insurance. We also provide vacation and other paid holidays to all employees, including our Named Executive Officers. We maintain a Section 401(k) retirement savings plan (the “Section 401(k) Plan”) for the benefit of our eligible employees, including our Named Executive Officers, under which participants are permitted to contribute a percentage of their compensation on a pre-tax basis, subject to limits in the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Our executive officers are eligible to participate in the Section 401(k) Plan on the same basis as our other employees. We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Perquisites and Other Personal Benefits Currently, we do not provide perquisites or other personal benefits to our Named Executive Officers except as generally made available to our employees. In 2024, none of our Named Executive Officers received perquisites or other personal benefits in amounts equal to or greater than $10,000. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

  53. Analysis

    Analysis Under the Executive Management Compensation Recoupment and Clawback Provision of our Code of Conduct, our Board will, to the fullest extent permitted by governing law, and as our Board deems necessary and appropriate, require reimbursement of any bonus or incentive compensation awarded to an executive officer or employee or effect the cancellation of unvested restricted, deferred stock awards previously granted to the executive officer or employee if and to the extent that: (i) the amount of the bonus, incentive compensation, or stock award was calculated based upon the achievement of certain financial results that would not have been met had the financial results been properly reported, (ii) the executive officer or employee engaged in intentional misconduct that caused or partially caused the need for the restatement, and (iii) the amount of the bonus, incentive compensation, or stock award that would have been awarded to the executive officer or employee had the financial results been properly reported would have been lower than the amount actually awarded. Effective December 1, 2023, the Board adopted the Compensation Recoupment Policy (the “ Mandatory Clawback Policy ”), based upon the recommendation of the Compensation Committee. The Mandatory Clawback Policy is designed to comply with Section 10D of the Exchange Act, the rules promulgated thereunder and applicable Nasdaq listing standards and applies to current and former Executive Officers (as defined in the Mandatory Clawback Policy). Pursuant to the Mandatory Clawback Policy, in the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under applicable securities laws, the Company will recover erroneously awarded Incentive-Based Compensation (as defined in the Mandatory Clawback Policy) from its Executive Officers. The Mandatory Clawback Policy was filed with the SEC on March 13, 2024 as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Effective April 15, 2025, the Board adopted a General Compensation Clawback Policy (the “ Discretionary Clawback Policy ”) applicable to all executive officers, employees with the title of vice president in charge of a principal business unit, division, or function and other officers performing policy-making functions. Pursuant to the Discretionary Clawback Policy, the Company may recover incentive-based and other compensation, excluding salary but including any equity-based compensation that vests based solely based on the passage of time, from such executive officers and employees in the event they cause or contribute to an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws or engaged in misconduct. Equity Award Grant Policy The Compensation Committee has adopted a policy to facilitate compliance with applicable legal, accounting and tax requirements in connection with the grant of equity awards, including, but not limited to, stock options and RSU awards. Generally, the Compensation Committee expects annual equity awards to be granted to certain current employees in the month of April each year (the “ Annual Grants ”), consistent with past practice. In addition, the Compensation Committee will seek to grant all equity awards other than Annual Grants on the 16th day of the second month of each calendar quarter (a “ Target Grant Date ”) and will generally avoid doing so during the period starting 14 days prior to the date of the public issuance of any press release disclosing our results of operation and financial condition and ending 10 days after such date (the “ Limited Period ”). Notwithstanding the foregoing, if a Target Grant Date falls within a Limited Period, the applicable equity awards will still be granted on the Target Grant Date unless our General Counsel or Chief Compliance Officer determines that circumstances would render it advisable to delay the grant of the awards until after the end of the Limited Period. Stock Ownership Guidelines We maintain stock ownership guidelines for the non-employee members of our Board and our CEO. Under the guidelines, our CEO must own shares of our Common Stock and vested awards with a value equal to three times his annual base salary within five years of appointment. Mr. Keirn has the last trading date of 2029 to achieve this guideline. Additional information on stock ownership guidelines for the non-employee members of our Board can be found under “ ”.

  54. Risks Related to Our Compensation Policies and Practices

    | • | Performance measures (non-sales plans); |

  55. Risks Related to Our Compensation Policies and Practices

    | • | Goal setting and payout formula (non-sales plans); |

  56. Risks Related to Our Compensation Policies and Practices

    | • | Equity incentive structure and policies; |

  57. Tax and Accounting Considerations

    Tax and Accounting Considerations The Compensation Committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Deductibility of Executive Compensation Under Section 162(m) of the Code, compensation paid to our “covered executive officers” (which include our CEO and CFO), and except for certain “grandfathered” arrangements, will not be deductible to the extent it exceeds $1 million. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  58. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  59. 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary $(1) | Stock Awards $(2) | Option Awards $ | Non-Equity Incentive Plan Compensation $(3) | All Other Compensation $(4) | Total ($) | | Cris Keirn(5) | 2024 | $477,769 | $1,525,522 | $0 | $394,540 | $51,657 | $2,449,488 | | Chief Executive Officer | 2023 | $390,000 | $460,658 | $0 | $313,746 | $49,078 | $1,213,482 | | John T. Hanson | 2024 | $410,192 | $500,398 | $0 | $229,664 | $31,664 | $1,171,918 | | Chief Financial Officer and Treasurer | 2023 | $389,615 | $450,900 | $0 | $256,169 | $30,235 | $1,126,919 | | | 2022 | $375,000 | $972,884 | $0 | $117,366 | $27,210 | $1,492,460 |

  60. 2024 Summary Compensation Table

    | (1) Reflects total cash salary paid to each Named Executive Officer during each calendar year. |

  61. 2024 Summary Compensation Table

    | (2) Amounts shown in this column do not reflect actual compensation received by the Named Executive Officers. The “Stock Awards” column reports the grant date fair value of stock awards, which for 2024 included a PSU award, a RSU award and deferred stock awards for Mr. Keirn, in accordance with the provisions of ASC 718 for awards granted during the applicable year and assume no forfeiture rate derived in the calculation of the grant date fair market value. Assumptions used in calculating the value of stock awards are included in Note 9 in the notes to our financial statements included in our most recent Annual Report on Form 10-K. As the PSU awards granted in 2024 are subject to performance conditions, the amount reported in the table above reflects the value at grant date based upon the probable outcome of such conditions as of the grant date. Assuming the maximum performance level was probable on the grant date, the grant date fair value for the PSU awards would have been $1,839,635 for Mr. Keirn and $613,202 for Mr. Hanson. See “Compensation Discussion and Analysis-Results of 2022 and 2023 PSU Awards Tied to 2024 Performance” for the year 3 and year 2 vesting amounts of PSU awards granted in 2022 and 2023, respectively. Amounts shown in the “Stock Awards” column for Mr. Keirn include deferred stock awards provided to Mr. Keirn while he served as Interim CEO. See “Compensation Discussion and Analysis- Deferred Stock Award for Mr. Keirn in Connection with Interim CEO Service” |

  62. 2024 Summary Compensation Table

    | (3) Amounts reflect actual payouts under the 2024 Bonus Plan. |

  63. 2024 Summary Compensation Table

    | (4) The amounts reported in the “All Other Compensation” column include the employer portion of payments pursuant to the Company’s medical and dental plans and matching of 401(k) contributions available to all employees. |

  64. 2024 Summary Compensation Table

    | (5) Mr. Keirn began serving as the Company’s Interim CEO and SVP Global Sales on July 1, 2023 and later became the CEO on March 13, 2024. |

  65. 2024 Summary Compensation Table

    | 51 | |

  66. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth each grant made to our Named Executive Officers in 2024 under the plans established by the Company in the amounts granted on such dates.

  67. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Cris Keirn | 4/5/2024 | 216,125 | 475,000 | 712,500 | | | | | | | | 4/1/2024 | | | | 30,576 | 61,153 | 107,017 | | $1,051,220 | | | 4/1/2024 | | | | | | | 26,208 | $449,991 | | | 1/31/2024 | | | | | | | 928 | $10,551 | | | 2/29/2024 | | | | | | | 868 | $9,270 | | | 3/13/2024 | | | | | | | 407 | $4,489 | | John T. Hanson | 4/5/2024 | 125,808 | 276,500 | 414,750 | | | | | | | | 4/1/2024 | | | | 10,192 | 20,384 | 35,672 | | $350,401 | | | 4/1/2024 | | | | | | | 8,736 | $149,997 |

  68. Grants of Plan-Based Awards Table

    | (1) These columns consist of the annual cash bonus opportunities for 2024 payable pursuant to the terms of the 2024 Bonus Plan. See the “Compensation Discussion and Analysis” for a description of the 2024 Bonus Plan and the “2024 Summary Compensation Table” above for the actual amounts earned and/or paid out under the 2024 Bonus Plan. |

  69. Grants of Plan-Based Awards Table

    | (2) These columns reflect the threshold, target, and maximum number of units payable under the PSU awards granted on April 1, 2024. For purposes of the threshold number of units payable under the PSU awards, the number of units was determined based on 50% of the target number of units. For purposes of the maximum number of units payable under the PSU awards, the number of units was determined based on 175% of the target number of units. See the “Compensation Discussion and Analysis” for a description of the performance metrics applicable to the PSU awards granted in 2024. The actual payout amounts depend on the satisfaction of the performance metrics over the applicable performance period. Grant date values are determined in accordance with ASC Topic 718. |

  70. Grants of Plan-Based Awards Table

    | (3) This column reflects the number of time-based RSUs granted to our Named Executive Officers and deferred stock awards granted to Mr. Keirn in 2024. |

  71. Grants of Plan-Based Awards Table

    | (4) Grant date values are determined in accordance with ASC Topic 718. See the “Compensation Discussion and Analysis” for further discussion of the RSUs and deferred stock granted in 2024. |

  72. Grants of Plan-Based Awards Table

    | 2025 Proxy Statement | 52 |

  73. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table presents information regarding all outstanding equity awards held by each of our Named Executive Officers on December 31, 2024.

  74. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Options Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Options Exercisable (#)(1) | Number of Securities Underlying Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have not Vested (#) | Market Value of Shares or Units of Stock that Have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights that Have not Vested ($) | | Cris Keirn | 4/1/2019 | 19,167 | 0 | $12.10 | 4/1/2029 | | | | | | | 4/1/2020 | 12,605 | 0 | $5.95 | 4/1/2030 | | | | | | | 4/1/2021 | | | | | 4,500(2) | $77,895 | | | | | 4/1/2022 | | | | | 10,500(3) | $181,755 | | | | | 4/1/2023 | | | | | 21,000(4) | $363,510 | | | | | 4/1/2024 | | | | | 26,208(5) | $453,660 | | | | | 4/1/2022 | | | | | | | 4,760(6) | $82,396 | | | 4/1/2023 | | | | | | | 8,040(6) | $139,172 | | | 4/1/2024 | | | | | | | 30,576(6) | $529,271 | | John T. Hanson | 11/13/2017 | 2,696 | 0 | $2.04 | 11/13/2027 | | | | | | | 4/11/2018 | 29,391 | 0 | $3.12 | 4/11/2028 | | | | | | | 4/1/2019 | 14,167 | 0 | $12.10 | 4/1/2029 | | | | | | | 4/1/2020 | 33,320 | 0 | $5.95 | 4/1/2030 | | | | | | | 4/1/2021 | | | | | 4,500(2) | $77,895 | | | | | 4/1/2022 | | | | | 12,000(3) | $207,720 | | | | | 4/1/2023 | | | | | 23,625(4) | $408,949 | | | | | 4/1/2024 | | | | | 8,736(5) | $151,220 | | | | | 4/1/2022 | | | | | | | 5,440(6) | $94,166 | | | 4/1/2023 | | | | | | | 9,045(6) | $156,569 | | | 4/1/2024 | | | | | | | 10,192(6) | $176,424 |

  75. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) These options were all vested and exercisable as of December 31, 2024. Under the terms of the Hanson Transition Agreement, Mr. Hanson’s options are only exercisable through the earlier of (x) the then-remaining term pursuant to the terms of each option or (y) the first anniversary of his Separation Date (as defined in the Hanson Transition Agreement); |

  76. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) As of December 31, 2024, these RSU awards vest in equal annual installments until April 1, 2025. |

  77. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) As of December 31, 2024, these RSU awards vest in equal annual installments until April 1, 2026. |

  78. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) As of December 31, 2024, these RSU awards vest in equal annual installments until April 1, 2027. |

  79. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) As of December 31, 2024, one-quarter of these RSU awards will vest on April 1, 2025, with the remainder of the RSU awards vesting in equal annual installments until April 1, 2028. |

  80. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Amounts related to PSU awards granted in 2022 reflect the third tranche of the three-year performance period commencing January 1, 2022, and amounts related to the PSU awards granted in 2023 reflect the second and third tranches of the three-year performance period commencing January 1, 2023. Earned shares related to the 2022 and 2023 PSU awards vested April 1, 2025. Amounts related to the PSU awards granted in 2024 are subject to a 13-month performance period, which commenced on April 1, 2024 and ends May 9, 2025. The amounts shown assume target performance (100%) is achieved for the awards granted in 2022 and 2023 and threshold performance (50%) is achieved for the awards granted in 2024. The market value is based on the closing market price of our Common Stock on December 31, 2024 ($17.31 per share). The actual payout values will depend, among other things, our actual performance through the end of the applicable performance periods and our future stock price. |

  81. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | 53 | |

  82. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table sets forth information concerning each exercise of stock options and the vesting of restricted stock by our Named Executive Officers during 2024.

  83. 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Cris Keirn | — | — | 46,253 | $744,467 | | John T. Hanson | — | — | 41,185 | $707,146 |

  84. 2024 Option Exercises and Stock Vested Table

    | (1) Reflects options exercised during 2024. |

  85. 2024 Option Exercises and Stock Vested Table

    | (2) Amount calculated by determining the difference between the market price of the underlying options at exercise and the exercise price of the options. |

  86. 2024 Option Exercises and Stock Vested Table

    | (3) Reflects vesting and payment of PSUs and RSUs granted in 2020 – 2023 as well as vesting of deferred stock awards granted Mr. Keirn in 2023 and 2024, which vested March 13, 2024. |

  87. 2024 Option Exercises and Stock Vested Table

    | (4) Amount calculated using the closing price per share of our stock on the applicable vesting dates. |

  88. CEO Pay Ratio

    CEO Pay Ratio SEC rules require us to disclose the annual total compensation of our PEO for 2024, the median of the annual total compensation of all our employees other than our PEO, as well as their ratio to each other (the “CEO Pay Ratio”). During 2024, Mr. Keirn served as our Interim CEO until March 13, at which date he was formally appointed to the CEO role. The annual total compensation for Mr. Keirn, and for the median of the annual total compensation of all employees is calculated in accordance with SEC rules applicable to the 2024 Summary Compensation Table. For 2024, these amounts were as follows:

  89. CEO Pay Ratio

    | • | Our PEO’s annual total compensation: $2,449,488 |

  90. CEO Pay Ratio

    | • | Our median compensated employee’s annual total compensation: $130,120 |

  91. CEO Pay Ratio

    | • | CEO Pay Ratio: 19 to 1 |

  92. CEO Pay Ratio

    Since there has been no change in our employee population or employee compensation arrangements in the past fiscal year that we reasonably believe would result in a significant change to our pay ratio disclosure, we have elected to use the same median employee that was identified for 2022 to calculate our fiscal year 2023 CEO pay ratio and our fiscal year 2022 CEO pay ratio, as allowed by Item 402(u) of Regulation S-K. The methodology used to identify our median employee for fiscal year 2022 was based on annual total compensation paid and we chose December 31, 2022 as the determination date. On the determination date, we had 269 employees, of which 245 were full-time salaried employees, with the remaining being contract employees. We annualized compensation of employees who were not employed with us for the full year. For our consistently applied compensation measure we used regular earnings paid in 2022, with compensation converted to U.S. dollars using the average exchange rate over 2022 for employees outside of the United States. In determining our median compensated employee and calculating the CEO Pay Ratio, we did not use any of the exemptions permitted under SEC rules. We calculated the annual total compensation of our median employee in the same manner that we calculated the total compensation of our CEO for purposes of the 2024 Summary Compensation Table. This annual total compensation amount for our median employee was then compared to the annual total compensation of our CEO (as required by Item 402(c)(x) of Regulation S-K) to determine the pay ratio. We believe that the CEO Pay Ratio set forth above is a reasonable estimate, determined in a manner consistent with SEC rules. The SEC rules for identifying the median compensated employee and calculating the CEO Pay Ratio based on that employee’s annual total compensation permit companies to adopt a variety of methodologies, to apply certain exemptions and to make certain assumptions, adjustments, or estimates that reflect their compensation policies. Accordingly, the CEO Pay Ratio may not be comparable to the pay ratios reported by other companies, which may have used different methodologies, assumptions, adjustments, or estimates in calculating their pay ratios.

  93. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Except as otherwise provided, the following narrative and tables set forth the potential payments and the value of other benefits that would vest or otherwise accelerate vesting at, following, or in connection with a qualifying termination. For each Named Executive Officer, the payments and benefits detailed in the tables below are in addition to any payments and benefits under our plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for each Named Executive Officer, including any in-the-money stock options vested as of December 31, 2024 (which are set forth in the 2024 Outstanding Equity Awards at Fiscal Year-End Table). The tables assume that employment termination and/or the change in control occurred on December 31, 2024 and a valuation of our Common Stock based on its closing market price per share on December 31, 2024 (the last trading day of 2024) of $17.31 per share. The tables also assume that each Named Executive Officer will take all action necessary or appropriate for such Named Executive Officer to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described above.

  94. Potential Payments Upon Termination or Change in Control

    | 2025 Proxy Statement | 56 |

  95. Potential Payments Upon Termination or Change in Control

    A description of some elements of the plans, arrangements, and agreements covered by the following tables and which provide for payments or benefits in connection with a termination of employment or change in control are also described under “Compensation Discussion and Analysis” above. The footnotes to the tables describe the assumptions that were used in calculating the amounts described below.

  96. Potential Payments Upon Termination or Change in Control

    | Name | Base Salary Continuation(1) | Bonus Continuation(2) | Benefit Continuation(3) | Equity Awards(4) | Total | | Cris Keirn(5) | | | | | | | Qualifying Termination other than within CIC Protection Period | $475,000 | $475,000 | $44,757 | $1,492,645 | $2,487,402 | | Qualifying Termination within CIC Protection Period | $950,000 | $475,000 | $44,757 | $2,356,947 | $3,826,704 | | John T. Hanson | | | | | | | Qualifying Termination other than within CIC Protection Period | $197,500 | $276,500 | $ — | $ — | $474,000 | | Qualifying Termination within CIC Protection Period | $395,000 | $276,500 | $31,664 | $1,449,366 | $2,152,530 |

  97. Potential Payments Upon Termination or Change in Control

    | (1) The Base Salary Continuation amounts for Mr. Keirn and Mr. Hanson assume base salary amounts in effect on December 31, 2024, payable over the severance period applicable for the Named Executive Officer. The severance periods for qualifying terminations occurring other than within the CIC Protection Period are 12 months and 6 months for Mr. Keirn and Mr. Hanson, respectively. For Mr. Hanson, the severance period for qualifying terminations occurring within the CIC Protection Period is 12 months. If Mr. Keirn has a qualifying termination within 6 months following a Change in Control (as defined in the 2023 Stock Plan) the severance amount is increased to 2 times Mr. Keirn’s annual base salary and paid in a lump sum within 10 days following the date of termination, rather than in the form of base salary continuation |

  98. Potential Payments Upon Termination or Change in Control

    | (2) The Bonus Continuation amounts for each of Mr. Keirn and Mr. Hanson are determined based on 100% of Mr. Keirn’s and Mr. Hanson’s target bonuses as of December 31, 2024. |

  99. Potential Payments Upon Termination or Change in Control

    | (3) The Benefit Continuation amount for Mr. Keirn assumes an estimated cost of $3,730 per month, payable over the 12-month severance period for Mr. Keirn. |

  100. Potential Payments Upon Termination or Change in Control

    | (4) The Equity Awards amount for Mr. Keirn and Mr. Hanson assume that the vesting of all unvested RSUs and PSUs will be accelerated as of the termination date for all qualifying terminations occurring within the CIC Protection Period. In the event of a qualifying termination of Mr. Keirn’s employment other than within the CIC Period, the number of PSUs vesting would be determined based on actual performance. The value for RSUs and PSUs is calculated by multiplying the number of unvested shares that would be subject to accelerated vesting by the price per share of our Common Stock of $17.31 on December 31, 2024. |

  101. Potential Payments Upon Termination or Change in Control

    | (5) The amounts in this table for Mr. Keirn reflect payments under the Keirn Employment Agreement. |

  102. Table

    | (2) The dollar amounts reported in columns (c), (e) and (g) represent the amount of “compensation actually paid” to our PEO 1 (Mr. Keirn), Former PEO (Mr. Stark) through 2023 and our Other NEO (Mr. Hanson) as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year, except Mr. Stark’s 2023 compensation actually paid reflects amounts paid under the Stark Separation Agreement – please refer to our Proxy Statement for our 2024 Annual Meeting of Stockholders under the heading “ Executive Compensation—2023 Summary Compensation Table ” for more details. The dollar amounts do not reflect the actual amount of compensation earned or received by Messrs. Keirn, Stark or Hanson during the applicable fiscal year. Figures for compensation paid to our current PEO and Other NEO in 2022 and 2023 are slightly different from the executive compensation disclosure reflected in our 2024 definitive proxy statement filed with |

  103. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The Pay Versus Performance table above and the charts below demonstrate that the compensation actually paid to our PEOs and the Other NEO was generally aligned with our performance based on the performance measures presented in the table over the covered fiscal years, including TSR, net income, and Adjusted EBITDA.

  104. Relationship Between Compensation Actually Paid and Performance Measures

    | 69 | |

  105. Relationship Between Compensation Actually Paid and Performance Measures

    Compensation Actually Paid and Company TSR As demonstrated in the chart below, the amount of compensation actually paid to our PEOs and the Other NEO is generally aligned with our TSR. Given the weighting of equity-based compensation in our overall pay mix for the four covered fiscal years, our TSR performance materially impacted the compensation actually paid in 2024. The chart also compares our cumulative TSR to the cumulative TSR of our selected peer group for the four covered fiscal years.

  106. Relationship Between Compensation Actually Paid and Performance Measures

    | 2025 Proxy Statement | 70 |

  107. Relationship Between Compensation Actually Paid and Performance Measures

    Compensation Actually Paid and Net Income The chart below illustrates the correlation between compensation actually paid to our PEOs and the Other NEO against the Company’s GAAP net income. Our increased 2024 net income was driven by incremental revenue from the PDP acquisition and growth in our product markets. We do not use net income as a financial performance measure in our executive compensation program, but there is an indirect correlation between our profitability and compensation actually paid through the impact of Adjusted EBITDA performance on pay outcomes as a measure in both our annual incentive plan and performance stock unit plan (expressed as a percentage of revenue).

  108. Relationship Between Compensation Actually Paid and Performance Measures

    | 71 | |

  109. Relationship Between Compensation Actually Paid and Performance Measures

    Compensation Actually Paid and Adjusted EBITDA The chart below compares the compensation actually paid to our PEOs and the Other NEO with our Adjusted EBITDA performance, the financial performance measure that, in our assessment, represents the most important financial performance measure used by us to link compensation actually paid to our PEOs and the Other NEO for the most recently completed fiscal year, to our performance. Our compensation actually paid correlated with our Adjusted EBITDA, which increased based on similar factors as noted above impacting net income, as well as reduced stock-based compensation, increased acquisition-related costs, incremental increased costs on acquired inventory, and a loss of inventory in transit.

  110. Relationship Between Compensation Actually Paid and Performance Measures

    | 2025 Proxy Statement | 72 |

  111. Relationship Between Compensation Actually Paid and Performance Measures

    To attract and retain qualified non-employee directors, the Company has established a formal program providing for a mix of cash retainer fees and equity awards. Our Compensation Committee reviews this compensation program, with assistance from Compensia, on a periodic basis to ensure the program remains aligned with competitive market best practices. The following table lists compensation paid to all non-employee directors serving during 2024. Directors who are also employees of the Company receive no additional compensation for service as directors. Compensation for Mr. Keirn, the CEO, is reported in the 2024 Summary Compensation Table included in “Executive Compensation” above.

  112. 2024 Director Compensation Table

    2024 Director Compensation Table

  113. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | L. Gregory Ballard(3) | $62,016 | $119,984 | $182,000 | | Elizabeth B. Bush(4) | $25,040 | $73,180 | $98,220 | | Terry Jimenez(5) | $117,500 | $169,984 | $287,484 | | Dave Muscatel(6) | $0 | $0 | $0 | | Katherine L. Scherping(7) | $78,508 | $119,984 | $198,492 | | Julia W. Sze(8) | $72,500 | $119,984 | $192,484 | | Michelle D. Wilson(9) | $29,069 | $13,152 | $42,221 | | Andrew Wolfe, Ph.D.(10) | $77,500 | $149,984 | $227,484 | | William Wyatt(11) | $71,774 | $149,984 | $221,758 |

  114. 2024 Director Compensation Table

    | (1) Cash fees paid to our non-employee directors are described below. |

  115. 2024 Director Compensation Table

    | (2) Amounts in this column do not reflect actual compensation received by our non-employee directors. The “Stock Awards” column reports the aggregate grant date fair value of restricted stock granted to our non-employee directors during 2024 in accordance with FASB ASC Topic 718 and assume no forfeiture rate. These restricted stock awards are granted under the 2023 Stock Plan, and the method for determining the number of shares subject to the grant is described below. |

  116. 2024 Director Compensation Table

    | (3) As of December 31, 2024, Mr. Ballard held 6,988 shares of restricted stock that were granted on April 1, 2024. |

  117. 2024 Director Compensation Table

    | (4) Ms. Bush was appointed to the Board effective July 24, 2024 and received pro-rated cash and equity compensation during fiscal year 2024. As of December 31, 2024, Ms. Bush held 4,805 shares of restricted stock there were granted on July 24, 2024 and vest on April 1, 2025. |

  118. 2024 Director Compensation Table

    | (5) As of December 31, 2024, Mr. Jimenez held 6,988 shares of restricted stock that were granted on April 1, 2024 and 3,320 shares of restricted stock that were granted on May 3, 2024 in recognition of Value Enhancement Committee contributions. |

  119. 2024 Director Compensation Table

    | (6) Mr. Muscatel was appointed to the Board in connection with the acquisition of PDP in March 2024. He is not considered an independent director and does not receive cash or equity compensation for his services, other than reimbursement for travel expenses to attend Board meetings. |

  120. 2024 Director Compensation Table

    | (7) As of December 31, 2024, Ms. Scherping held 6,988 shares of restricted stock that were granted on April 1, 2024. |

  121. 2024 Director Compensation Table

    | (8) As of December 31, 2024, Ms. Sze held 6,988 shares of restricted stock that were granted on April 1, 2024. |

  122. 2024 Director Compensation Table

    | (9) Ms. Wilson was granted 6,988 shares of restricted stock on April 1, 2024, but only a pro-rata amount of such grant, 766 shares, vested on June 11, 2024 when Ms. Wilson left the Board. |

  123. 2024 Director Compensation Table

    | (10) As of December 31, 2024, Mr. Wolfe held 6,988 shares of restricted stock that were granted on April 1, 2024 and 1,992 shares of restricted stock that were granted on May 3, 2024 in recognition of Value Enhancement Committee contributions. |

  124. 2024 Director Compensation Table

    | (11) As of December 31, 2024, Mr. Wyatt held 6,988 shares of restricted stock that were granted on April 1, 2024 and 1,992 shares of restricted stock that were granted on May 3, 2024 in recognition of Value Enhancement Committee contributions. |

  125. 2024 Director Compensation Table

    | 73 | |

  126. 2024 Director Compensation Table

    Our non-employee directors receive a standard annual cash retainer fee, in addition to special fees for serving as a member of a Board committee or the chair of a Board committee. No changes were made to the program for 2024 following the adjustments to select retainers effective July 2023. Cash retainer amounts for special committees that may be established periodically, such as the CEO Search Committee, are in effect only during the time period that these committees are functioning.

  127. 2024 Director Compensation Table

    | Pay Element | 2024 | | Annual Cash Retainer Fee (other than the Chair of the Board) | $50,000 | | Supplemental Annual Cash Retainers: Board Leadership and Committee Service | | | • Chair of the Board (when not an executive of the Company) | $40,000 | | • Lead Independent Director | N/A | | • Audit Committee-Chairperson | $20,000 | | • Audit Committee-Other Members | $10,000 | | • Compensation Committee-Chairperson | $15,000 | | • Compensation Committee-Other Members | $7,500 | | • Nominating and Governance Committee-Chairperson | $15,000 | | • Nominating and Governance Committee-Other Members | $7,500 | | • Value Enhancement Committee-Chairperson | $20,000 | | • Value Enhancement Committee-Member | $10,000 | | • CEO Search Committee-Chairperson(1) | $10,000 | | • CEO Search Committee-Member(1) | $5,000 |

  128. 2024 Director Compensation Table

    | (1) The CEO Search Committee was dissolved in March 2024 upon appointment of Cris Keirn as CEO. |

  129. 2024 Director Compensation Table

    There are no Board or committee meeting attendance fees. Our non-employee directors are reimbursed by the Company for travel and expenses they incur in connection with their service on the Board and its committees. In addition to the cash fees described above, the Company intends to continue to grant certain equity awards to our non-employee directors. Upon initial election or appointment of a non-employee director to the Board, the Compensation Committee grants a pro-rated award of restricted stock equal to the annual value awarded to non-employee directors. This initial grant of restricted stock vests on the same vesting date as the last annual award for the existing directors. In addition, in 2024, each non-employee director received a grant of restricted stock having a grant date fair market value of approximately $120,000. The annual grant of restricted stock vests on the first anniversary of the grant date. To reflect the significant time commitment and key contributions of the Value Enhancement Committee in fiscal year 2024 with respect to the PDP acquisition, the Board approved one-time grants of restricted stock with a value of $50,000 to Mr. Jimenez and with a value of $30,000 to Mr. Wolfe and Mr. Wyatt. These awards, granted in May 2024, vest in full on the first anniversary of the date of grant. We maintain stock ownership guidelines for our non-employee directors and our CEO. The ownership guidelines require each non-employee director to own shares of our Common Stock and vested awards with a value equal to three times the value of the annual cash retainer payable to a director. Our non-employee directors are required to attain such stock ownership goal no later than five years from the date the guidelines were adopted or on which they first were appointed to the Board. In addition, the total value of compensation granted to any non-employee director cannot exceed $750,000 in any calendar year, except that the limit would be increased to $1,250,000 for the calendar year during which an individual becomes a non-employee director. The total value of the compensation to a non-employee director serving as a Chair of the Board cannot exceed $1,250,000 in any calendar year.

  130. 2024 Director Compensation Table

    | 2025 Proxy Statement | 74 |

  131. 2024 Director Compensation Table

    The Company maintains a policy that the Audit Committee review certain transactions in which the Company and its directors, executive officers or their immediate family members are participants to determine whether a related person has a direct or indirect material interest. The Audit Committee is responsible for reviewing and, if appropriate, approving or ratifying any such related party transaction. This policy is included in our Audit Committee charter, and we consider it part of our conflicts of interest section of our Corporate Governance Principles and Guidelines. In determining whether to approve, disapprove or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, (1) whether the transaction is on terms no less favorable to the Company than terms that would otherwise be generally available to the Company if the transaction was entered into under the same or similar circumstances with a party unaffiliated with the Company and (2) the extent of the interest of the related party in the transaction. Except as set forth below, none of our directors are a party to any agreement or arrangement relating to compensation provided by a third party in connection with their service on the Board that would be required to be disclosed pursuant to the Nasdaq listing rules or the Exchange Act.