DEF 14A of Turtle Beach Corp, Apr 21, 2026

DEF 14A of Turtle Beach Corp

Filed Apr 21, 2026 · FY20250001193125-26-167148

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | William Wyatt | Age: 42 | | Director Since May 2023 Chairman of the Board Committees Compensation (Chair) | Biographical Information William Wyatt joined the Board in May 2023 and was named Chairman of the Board in March 2026. He also serves as Chair of the Compensation Committee. Since August 2018 Mr. Wyatt has been the Managing Partner of The Donerail Group LP, a merchant bank. Prior to Donerail, from March of 2015 Mr. Wyatt was a Partner and 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, advisory and leadership roles at Empyrean Capital, Magnetar Capital and Goldman Sachs. He has 20 years of financial services industry experience, having served as both an institutional investor and investment banker, advising and investing in companies in the retail, consumer, and industrial sectors. 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. | | Libby B. Bush | Age: 43 | | Director Since July 2024 Committees Compensation (Member) | Biographical Information Libby B. Bush joined the Board in July 2024 and is a member of the Compensation Committee. Ms. Bush currently serves as Global Head of Entertainment Partnerships at Creative Artists Agency LLC (“CAA”), a role she has held since October 2023. 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 Entertainment LLC (“Tandem”), a partnerships agency, from January 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, The Princess Grace Foundation and the 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, leadership and board expertise, qualifies her to serve as a director. |

  3. Nominees for Director

    | 2026 Proxy Statement | 16 |

  4. Nominees for Director

    | Lee Haspel | Age: 41 | | Director Since April 2026 | Biographical Information Lee Haspel joined the Board in April 2026. From 2017 through 2026, he was previously a Partner, founding team member, and member of the executive leadership team at Blue Torch Capital, LP, a private credit platform. Earlier in his career, Mr. Haspel served as a Portfolio Manager at Fifth Street Asset Management and as a Trader at Halcyon Asset Management. He holds a B.S. in Business Administration from Tulane University’s A.B. Freeman School of Business and the Chartered Financial Analyst designation. Qualifications Mr. Haspel brings extensive expertise in capital markets, corporate finance, and value creation, with a track record of serving as a director at companies undergoing financial, strategic and operational transformation. He has partnered with management teams and fellow board members to drive accountability, align stakeholder incentives, and build long-term enterprise value across a range of industries. The Board believes that his experience as an institutional investor and active board participant makes him well-qualified to serve as a director. |

  5. Nominees for Director

    | Cris Keirn | Age: 55 | | Chief Executive Officer Director Since March 2024 | Biographical Information Cris 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 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. |

  6. Nominees for Director

    | 17 | |

  7. Nominees for Director

    | Daniela Kelley | Age: 44 | | Director Since April 2026 | Biographical Information Daniela Kelley joined the Board in April 2026. Ms. Kelley currently serves as Senior Director of the Americas Commercial Desk at UiPath, Inc., where she leads deal structuring and execution across the Company’s largest market and oversees global commercial policy initiatives. Since joining UiPath in 2019, she has held several senior leadership roles, including Global Head of SOX Compliance (July 2021 – July 2023) and Director of Global Controllership (July 2019 – July 2021), where she led global financial reporting, internal controls, and governance initiatives, including the Company’s SOX program following its initial public offering. Prior to UiPath, Ms. Kelley was a Director in the Banking and Capital Markets practice at PricewaterhouseCoopers, where she led audits and advised global financial institutions on accounting, financial reporting, regulatory, and internal control matters. She has over 20 years of experience in finance, accounting, and governance across the technology and financial services sectors. Ms. Kelley is a Certified Public Accountant and holds a Bachelor of Science degree from Cornell University. Qualifications Ms. Kelley brings extensive financial and accounting expertise, along with significant experience in global governance and commercial operations. The Board believes that her leadership experience and background in financial reporting, internal controls, and deal structuring make her well-qualified to serve as a director. | | Julia W. Sze | Age: 59 | | 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 legal & compliance oversight 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 co-founded the UC Berkeley Haas School of Business’ Sustainable and Impact Finance Initiative and taught several courses on impact investing and portfolio management from 2019 to 2025. She has served on numerous nonprofit boards and investment committees, including the Marin Community Foundation and the University of New Mexico Foundation. She currently serves on the board of a start up health clinic in northern New Mexico, and volunteers with Adaptive Sports NM, introducing rock climbing to athletes of all abilities. 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. |

  8. Nominees for Director

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

  9. Nominees for Director

    | 2026 Proxy Statement | 18 |

  10. 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; |

  11. 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 |

  12. Compensation-Setting Process

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

  13. 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 |

  14. Compensation-Setting Process

    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:

  15. Compensation-Setting Process

    | • | reviewed and provided recommendations with respect to the compensation peer group; |

  16. Compensation-Setting Process

    | • | assessed the Board compensation program relative to peer company practices; |

  17. 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 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.

  18. Compensation-Setting Process

    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:

  19. 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 2025 program sought to further align our executive compensation with our performance and business strategy, and developments in our broader industry.

  20. Compensation Elements

    | | Compensation Element | 2025 Program Design | Objective | | | Annual Base Salary | Base salary adjustments were approved as part of the Compensation Committee’s periodic review of executive compensation | 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 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(1) | PSU award performance period Performance measured over 12-month periods, respectively, with additional time-based vesting for earned units over two years PSU award payment cap Total cap equal to 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 |

  21. 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 2025, the Compensation Committee approved the 2025 Executive Bonus Plan to provide incentives for our Named Executive Officers to meet or exceed five key financial and shared corporate strategic objectives. For 2025, the Compensation Committee added a third financial performance goal (D2C revenues) and redistributed the weighting of certain goals – see details below. The D2C revenue metric was added to prioritize further investment in the Company’s D2C business.

  22. Compensation Elements

    Target Annual Cash Bonus Opportunities For purposes of the 2025 Bonus Plan, cash bonuses were to be based upon a specific percentage of each Named Executive Officer’s annual base salary. No changes were made to target bonus opportunities as a percentage of salary for 2025.

  23. Compensation Elements

    | Named Executive Officer | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) (%) | 2025 Target Annual Cash Bonus Opportunity ($) | | Mr. Keirn | 100% | $525,000 | | Mr. Weinswig(1) | 65% | $250,250 | | Ms. Wynne | 50% | $184,500 | | Mr. Hanson(2) | 70% | $276,500 |

  24. Compensation Elements

    | (1) Mr. Weinswig’s 2025 bonus amount was prorated to reflect his start date on February 3, 2025. |

  25. Compensation Elements

    | (2) Due to Mr. Hanson’s transition to Senior Advisor on the Transition Date, he was not eligible to receive bonus payout for 2025. |

  26. Compensation Elements

    Potential annual cash bonuses for our Named Executive Officers under the 2025 Bonus Plan could range from zero to a maximum of 150% of their target annual cash bonus opportunity. 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 (80% weighting of Annual Cash Bonus Plan) For 2025, Compensation Committee selected net revenue, Adjusted EBITDA, and D2C revenue as the three corporate financial performance metrics for the 2025 Bonus Plan. A strong emphasis on profitability continued, with adjusted EBITDA representing 55%, net revenue representing 20%, and D2C revenues representing 5% of the total 2025 Financial Performance Metric payout. The Compensation Committee believed these metrics would also most directly influence the creation of sustainable long-term stockholder value. For purposes of the 2025 Bonus Plan:

  27. 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. Target Net Revenue and Adjusted EBITDA goals for 2025 were based on the midpoint of the Company’s financial outlook for the full year 2025 given with its quarterly earnings announced on May 8, 2025.

  28. Compensation Elements

    | Performance Level | Net Revenue (weighted 20%) | | | Adjusted EBITDA (weighted 55%) | | | D2C Revenue (weighted 5%) | | | | | Revenue ($M) | Perf. as % of Target | Payout as % of Target | Adjusted EBITDA ($M) | Perf. as % of Target | Payout as % of Target | D2C Revenue ($M)(1) | Perf. as % of Target | Payout as % of Target | | Below Threshold | <$315.0 | < 90% | 0% | <$40.0 | < 80% | 0% | — | < 90% | 0% | | Threshold | $315.0 | 90% | 65% | $40.0 | 80% | 50% | — | 90% | 65% | | Target | $350.0 | 100% | 100% | $50.0 | 100% | 100% | — | 100% | 100% | | Maximum | $420.0 | 250% | 150% | $62.5 | 250% | 150% | — | 250% | 150% |

  29. Compensation Elements

    Corporate Strategic Goals Under the 2025 Bonus Plan, the Compensation Committee determined to use two shared corporate strategic goals. These objectives are related to worldwide market share growth in two of the Company’s primary product categories-headsets and controllers. The Compensation Committee considers these measures because they reflect continued growth of the Company’s core businesses. The market share data is obtained from an independent third-party provider and reflects sales across the broader market. The data is subject to confidentiality and contractual restrictions imposed by the provider. Accordingly, the Company does not disclose the specific quantitative targets or results for this metric because such disclosure would violate these restrictions and could result in competitive harm. The Compensation Committee considers performance against these measures in determining incentive payouts and establishes target market share growth levels it believes are rigorous and aligned with the Company’s operating plan and strategic objectives. Annual Cash Bonus Payments In March 2026, the Compensation Committee determined that for 2025 our actual net revenue of $319.9 million and our actual Adjusted EBITDA of $40.1 million met the threshold performance levels and our actual D2C revenue did not meet the threshold performance level. Threshold performance levels for Total Headset Value Share Gain and Third Party Controller Value Share goals were also not met. Based on these results, our Named Executive Officers received 42% of their target annual cash bonus opportunity with respect to the corporate financial performance metrics.

  30. Compensation Elements

    | Performance Metric | Weighting | Actual Payout as a Percent of Target | | GAAP Net Revenue | | | | Adjusted EBITDA | | | | D2C Revenue | | | | Growth in Headset Market Share | | | | Growth in Controller Market Share | | | | Total Actual Payment | | |

  31. Compensation Elements

    The following table sets forth the target annual cash bonus opportunities and the actual performance achievement. Annual cash bonus payments made to NEOs for 2025 as approved by the Compensation Committee and Board on March 10, 2026 were as follows:

  32. Compensation Elements

    | Named Executive Officer | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) (%) | 2025 Target Annual Cash Bonus Opportunity ($) | Earned Bonus Payment | | Mr. Keirn | 100% | $525,000 | $219,214 | | Mr. Weinswig(1) | 65% | $230,230 | $96,133 | | Ms. Wynne | 50% | $184,500 | $77,038 | | Mr. Hanson(2) | 70% | $276,500 | $0 |

  33. Compensation Elements

    | (1) Mr. Weinswig’s earned bonus amount was prorated at 92% to reflect his start date on February 3, 2025. |

  34. Compensation Elements

    | (2) Due to Mr. Hanson’s transition to Senior Advisor on the Transition Date, Mr. Hanson was not eligible to receive a bonus for 2025. |

  35. 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. In 2025, 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:

  36. Compensation Elements

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

  37. Compensation Elements

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

  38. 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 |

  39. 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. 2025 Annual Equity Awards In April 2025, as part of its annual review of our executive compensation program, the Compensation Committee determined to grant our Named Executive Officers, including Mr. Keirn and Ms. Wynne, PSU awards and RSU awards. As part of his new-hire package, Mr. Weinswig received an initial RSU grant under the 2025 program and did not receive any PSUs. 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 set the percentage of the target equity value awarded in PSUs to 60% and in RSUs to 40%. The 2025 equity awards and approved target grant values were as follows:

  40. Compensation Elements

    | Named Executive Officer | Number of RSUs | RSU Grant Value (40% of Total Value) | Number of PSUs (At Target) | PSU Grant Value (60% of Total Value) | Total Grant Target Value | | Mr. Keirn | 34,176 | $500,000 | 51,264 | $750,000 | $1,250,000 | | Mr. Weinswig(1) | 107,016 | $1,800,000 | 0 | $0 | $1,800,000 | | Ms. Wynne | 11,620 | $170,000 | 17,429 | $255,000 | $425,000 | | Mr. Hanson(2) | 0 | $0 | 0 | $0 | $0 |

  41. Compensation Elements

    | (1) Mr. Weinswig’s RSU grant at hire was a one-time new-hire award and was not part of the Company’s annual equity grant program. |

  42. Compensation Elements

    | (2) Due to Mr. Hanson’s transition to Senior Advisor on the Transition Date, Mr. Hanson did not receive any equity awards. |

  43. Compensation Elements

    2025 RSU Awards The 2025 RSU awards granted to Mr. Keirn and Ms. Wynne vest over a four-year period, with one-quarter of the RSUs subject to the award vesting on April 1, 2026, and the remainder of the RSUs subject to the award vesting in equal annual installments until April 1, 2029, contingent upon the applicable Named Executive Officer’s continued employment with or service to us through each applicable vesting date. The new-hire RSU award granted to Mr. Weinswig vests over a four-year period, with one-quarter of the RSUs subject to the award vesting on February 3, 2026 and the remainder of the RSUs subject to the award vesting in equal quarterly installments until February 3, 2029, contingent upon the Mr. Weinswig’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 awards are subject to the terms of the 2023 Stock-Based Incentive Compensation Plan (the “2023 Stock Plan”) and the applicable award agreement. 2025 PSU Awards The 2025 PSU awards were designed to reward achievement of rigorous stock price appreciation 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, 2025 are earned based upon stock price appreciation relative to the iShares Russell 2000 Value ETF (“Stock Price Change PSUs”) and 50% are earned based on meeting and exceeding Adjusted EBITDA goals (“AEBITDA PSUs”). Payout for each metric is subject to a threshold performance level and capped at a maximum payout level. The maximum payout for the 2025 PSU awards is 175% of target PSUs awarded. Earned shares vest in 3 equal installments with the first installment vesting upon certification of results following the conclusion of the performance period (ending May 1, 2026) and the other two installments vesting on April 1, 2027 and April 1, 2028. Any unearned shares are forfeited. In the event of a change in control of the Company, with respect to the 2025 PSU awards, the performance period will be truncated at the change in control date. The number of units earned is equal to the greater of (i) if performance is measurable

  44. Compensation Elements

    (as determined by the Compensation Committee), the number of units that would have vested based on actual performance achieved as of the change in control date, or (ii) the target awarded. Earned units are converted to time-based RSUs vesting according to the original terms of the award. In the event that a Named Executive Officer’s employment is terminated without “cause” or such Named Executive Officer resigns for “good reason” during the one-year period immediately following the change in control of the Company, then the vesting of the time-based RSU award earned pursuant to the foregoing sentence will be accelerated in full. 2025 Stock Price Change PSUs To reinforce the importance of driving stock price appreciation, 50% of the 2025 PSUs are earned only if our shareholders realize returns that exceed that of the iShares Russell 2000 Value ETF (“Benchmark Index”). Performance for both the Company’s common stock and the Benchmark Index are calculated based on the change in the closing price on May 1, 2025 and the volume-weighted average price for the thirty (30) day period ending on May 1, 2026 (“Performance Period”). No PSUs are earned if the stock price appreciation over the Performance Period does not exceed the Benchmark Index by 0.001 percentage points. The maximum number of PSUs that may become earned for stock price appreciation of at least 25 percentage points above the Benchmark Index is 200% of target PSUs. The table below outlines the respective performance and payout levels, with payouts between performance levels interpolated on a straight-line basis.

  45. Compensation Elements

    | Performance Level | TBCH Percentage Point Change vs. Index | Percent of PSUs Earned | | Below Threshold | Equal to or Below Index | 0% | | Threshold | + 0.001% | 100% | | | + 5.0% | 120% | | | +10.0% | 140% | | | +15.0% | 160% | | | +20.0% | 180% | | Maximum | +25.0% | 200% |

  46. Compensation Elements

    2025 AEBITDA PSUs To align with our EBITDA financial goals, 50% of the PSUs are awarded in connection with achieving Adjusted EBITDA (“AEBITDA”) goals set for fiscal year 2025, measured from January 1, 2025 through December 31, 2025 and as reported in our Form 10-K. No 2025 AEBITDA PSUs are earned if performance does not exceed a threshold performance level and payout is capped at 150% of target PSUs. The table below outlines the respective performance and payout levels, with payouts between performance levels interpolated on a straight-line basis.

  47. Compensation Elements

    | Performance Level | Performance as a Percent of Target | Adjusted EBITDA ($M) | Percent of PSUs Earned | | Threshold | 80.0% | $40.0 | 50% | | Target | 100.0% | $50.0 | 100% | | Maximum | 125.0% | $62.5 | 150% |

  48. 2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025

    2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025 PSU awards granted in 2024 represented 70% of total annual equity value granted to our Named Executive Officers in 2024, with 50% earned based on the achievement of a stock price goal, measured at the end of a 13-month performance period (April 1, 2024 through May 9, 2025) and 50% earned based on Adjusted EBITDA performance, measured at the end of a 12 month performance period (Q2 2024 through Q1 2025). In May 2025, the Compensation Committee reviewed and evaluated our PSU awards granted in 2024 relative to stock price growth and adjusted EBITDA against the performance levels set forth below.

  49. 2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025

    | 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% | | Actual Performance | | <75% | 0% | $59.2 | 87.4% | 68.59% |

  50. 2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025

    Total shares earned for the PSUs granted in 2024 with respect to the performance period ending in 2025 equaled 34.3% of target PSUs, with 33% vesting on May 9, 2025, 33% vesting on April 1, 2026 and 34% vesting on April 1, 2027. All unearned shares were forfeited.

  51. 2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025

    | | 2024 Stock Price PSUs | | 2024 AEBITDA PSUs | | Total PSUs Earned for 2024/2025 Performance | | | Named Executive Officer | Target PSUs (#) | Actual PSUs (#) | Target PSUs (#) | Actual PSUs (#) | Target PSUs (#) | Actual PSUs Earned (#) | | Mr. Keirn | 30,576 | 0 | 30,577 | 20,971 | 61,153 | 20,971 | | Mr. Hanson | 10,192 | 0 | 10,192 | 6,990 | 20,384 | 6,990 | | Ms. Wynne | 8,154 | 0 | 8,154 | 5,592 | 16,308 | 5,592 |

  52. 2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025

    2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025 In March 2026, the Compensation Committee reviewed and evaluated our 2025 market share 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 third period of the 2023 PSU Awards. The Compensation Committee determined that our actual 2025 market share growth of was -5.4%, resulting in a payout of 10.4%. The Compensation Committee also determined that our 2025 adjusted EBITDA margin was 12.53%, resulting in a payout of 184.5%. Total shares earned for the 2025 period at 97.4% of target are outlined below.

  53. 2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025

    | | 2023 Market Growth PSUs: 2025 Performance | | 2023 EBITDA Margin PSUs: 2025 Performance | | Total PSUs Earned for 2025 Performance | | | Named Executive Officer | Target PSUs (#) | Actual PSUs (#) | Target PSUs (#) | Actual PSUs (#) | Target PSUs (#) | Actual PSUs Earned (#) | | Mr. Keirn | 2,040 | 211 | 2,040 | 3,763 | 4,080 | 3,974 | | Ms. Wynne | 1,785 | 185 | 1,785 | 3,293 | 3,570 | 3,478 |

  54. 2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025

    | (1) Mr. Hanson forfeited the remainder of his unvested 2023 PSU awards on the Separation Date. |

  55. 2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025

    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.

  56. 2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025

    | 41 | |

  57. 2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025

    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 2025, 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.

  58. Other Compensation Policies

    Compensation Recoupment Policies In the event that we are required to restate our financial statements due to material non-compliance with any financial reporting requirements under the federal securities laws, our Board will take such action as it deems necessary to remedy the misconduct, prevent its recurrence, and, if appropriate based on all relevant facts and circumstances, take remedial action against any responsible employee or Named Executive Officer in a manner it deems appropriate. 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 a Named Executive Officer or employee or effect the cancellation of unvested restricted, deferred stock awards previously granted to a Named 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 Named 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 Named 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 (including Named 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 Named 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 “ Director Compensation ”.

  59. Risks Related to Our Compensation Policies and Practices

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

  60. Risks Related to Our Compensation Policies and Practices

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

  61. Risks Related to Our Compensation Policies and Practices

    | • | Equity incentive structure and policies; |

  62. 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 employees” (which generally includes the chief executive officer, chief financial officer and the next three most highly compensated officers), 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 Named 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 Named 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.

  63. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  64. 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary $(1) | Bonus $ | Stock Awards $(2) | Option Awards $ | Non-Equity Incentive Plan Compensation $(3) | All Other Compensation $(4) | Total ($) | | Cris Keirn | 2025 | $513,462 | — | $1,333,548 | $0 | $219,214 | $59,568 | $2,125,792 | | Chief Executive Officer | 2024 | $477,769 | — | $1,525,522 | $0 | $394,540 | $51,657 | $2,449,488 | | | 2023 | $390,000 | — | $460,658 | $0 | $313,746 | $49,078 | $1,213,482 | | Mark Weinswig(5) Chief Financial Officer | 2025 | $347,981 | $100,000 | $1,800,009 | $0 | $96,133 | $41,331 | $2,385,454 | | Megan Wynne(6) General Counsel and Secretary | 2025 | $366,923 | — | $453,396 | $0 | $77,038 | $26,300 | $923,657 | | John T. Hanson(7) | 2025 | $238,519 | — | $0 | $0 | $0 | $22,521 | $261,040 | | Former Chief Financial Officer and Treasurer | 2024 | $410,192 | — | $500,398 | $0 | $229,664 | $31,664 | $1,171,918 | | | 2023 | $389,615 | — | $450,900 | $0 | $256,169 | $30,235 | $1,126,919 |

  65. 2025 Summary Compensation Table

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

  66. 2025 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 2025 included a PSU award and a RSU award for Mr. Keirn and Ms. Wynne and a RSU award for Mr. Weinswig, 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 2025 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 $1,458,717 for Mr. Keirn and $495,942 for Ms. Wynne. See “Compensation Discussion and Analysis-2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025” for the year 3 vesting amounts of PSU awards granted in 2023 and “Compensation Discussion and Analysis-2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025” for the vesting amounts of PSU awards granted in 2024. |

  67. 2025 Summary Compensation Table

    | (3) Amounts reflect actual payouts under the 2025 Bonus Plan. |

  68. 2025 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. |

  69. 2025 Summary Compensation Table

    | (5) Mr. Weinswig was appointed Chief Financial Officer on February 3, 2025. Mr. Weinswig received a cash signing bonus of $100,000 upon his appointment. |

  70. 2025 Summary Compensation Table

    | (6) Ms. Wynne was appointed a named executive officer on February 28, 2025. |

  71. 2025 Summary Compensation Table

    | (7) Mr. Hanson ceased serving as Chief Financial Officer and Treasurer on the Transition Date. |

  72. 2025 Summary Compensation Table

    | 47 | |

  73. 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 2025 under the plans established by the Company in the amounts granted on such dates.

  74. 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(3) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | Cris Keirn | 4/2/2025 | $229,688 | $525,000 | $787,500 | | | | | | | | 4/1/2025 | | | | 25,632 | 51,264 | 89,712 | | $833,553 | | | 4/1/2025 | | | | | | | 34,176 | $499,995 | | Mark Weinswig | 4/2/2025 | $100,726 | $230,230(6) | $345,345 | | | | | | | | 4/1/2025 | | | | | | | 107,016 | $1,800,009 | | Megan Wynne | 4/2/2025 | $80,719 | $184,500 | $276,750 | | | | | | | | 4/1/2025 | | | | 8,714 | 17,429 | 30,500 | | $283,396 | | | 4/1/2025 | | | | | | | 11,620 | $170,001 |

  75. Grants of Plan-Based Awards Table

    | (1) These columns consist of the annual cash bonus opportunities for 2025 calculated at the threshold, target and maximum amounts payable pursuant to the terms of the 2025 Bonus Plan. In calculating the threshold, target and maximum amounts, the applicable amount for each bonus factor was determined at each of threshold, target and maximum and then the respective amounts were aggregated within each level to produce the aggregate threshold, target and maximum amounts across all of the bonus factors. The actual payout amounts could vary from the amounts in the table if one or more bonus factors are not achieved. See the “Compensation Discussion and Analysis” for a description of the 2025 Bonus Plan and the “2025 Summary Compensation Table” above for the actual amounts earned and/or paid out under the 2025 Bonus Plan. |

  76. 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, 2025. 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 2025. 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. |

  77. Grants of Plan-Based Awards Table

    | (3) Mr. Hanson did not receive any grants of plan-based awards in 2025. |

  78. Grants of Plan-Based Awards Table

    | (4) This column reflects the number of time-based RSUs granted to our Named Executive Officers in 2025. |

  79. Grants of Plan-Based Awards Table

    | (5) Grant date values are determined in accordance with ASC Topic 718. See the “Compensation Discussion and Analysis” for further discussion of the RSUs granted in 2025. |

  80. Grants of Plan-Based Awards Table

    | (6) Mr. Weinswig’s 2025 target bonus amount is prorated at 92% based on his start date of February 3, 2025. |

  81. Grants of Plan-Based Awards Table

    | 2026 Proxy Statement | 48 |

  82. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 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, 2025.

  83. 2025 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 ($)(8) | | Cris Keirn | 4/1/2019 | 19,167 | 0 | $12.10 | 4/1/2029 | | | | | | | 4/1/2020 | 12,605 | 0 | $5.95 | 4/1/2030 | | | | | | | 4/1/2022 | | | | | 5,250(2) | $73,658 | | | | | 4/1/2023 | | | | | 14,000(3) | $196,420 | | | | | 4/1/2024 | | | | | 19,656(4) | $275,774 | | | | | 4/1/2025 | | | | | 34,176(5) | $479,489 | | | | | 4/1/2023 | | | | | | | 4,080(7) | $57,242 | | | 4/1/2024 | | | | | | | 14,051(7) | $197,129 | | | 4/1/2025 | | | | | | | 51,264(7) | $719,234 | | Mark Weinswig | 2/3/2025 | | | | | 107,016(6) | $1,501,434 | | | | Megan Wynne | 11/13/2017 | 3,106 | 0 | $2.04 | 11/13/2027 | | | | | | | 4/11/2018 | 4,551 | 0 | $3.12 | 4/11/2028 | | | | | | | 4/1/2019 | 18,209 | 0 | $12.10 | 4/1/2029 | | | | | | | 4/1/2020 | 31,875 | 0 | $5.95 | 4/1/2030 | | | | | | | 4/1/2022 | | | | | 4,500(2) | $63,135 | | | | | 4/1/2023 | | | | | 12,250(3) | $171,868 | | | | | 4/1/2024 | | | | | 5,241(4) | $73,531 | | | | | 4/1/2025 | | | | | 11,620(5) | $163,029 | | | | | 4/1/2023 | | | | | | | 3,570(7) | $50,087 | | | 4/1/2024 | | | | | | | 3,747(7) | $52,569 | | | 4/1/2025 | | | | | | | 17,429(7) | $244,529 | | John T. Hanson | — | — | — | — | — | — | — | — | — |

  84. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) These options were all vested and exercisable as of December 31, 2025. |

  85. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) As of December 31, 2025, these RSU awards vest in equal annual installments until April 1, 2026. |

  86. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) As of December 31, 2025, these RSU awards vest in equal annual installments until April 1, 2027. |

  87. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) As of December 31, 2025, these RSU awards vest in equal annual installments until April 1, 2028. |

  88. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) As of December 31, 2025, one-quarter of these RSU awards will vest on April 1, 2026, with the remainder of the RSU awards vesting in equal annual installments until April 1, 2029. |

  89. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) As of December 31, 2025, one-quarter of these RSU awards will vest on February 3, 2026, with the remainder of the RSU awards vesting in equal quarterly installments until February 3, 2029. |

  90. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Amounts related to PSU awards granted in 2023 reflect the third tranche of the three-year performance period ended December 31, 2025, and amounts related to the PSU awards granted in 2024 reflect the remaining unvested shares based on the performance period for the 2024 PSUs ended May 9, 2025. Earned shares related to the 2023 and 2024 PSU awards vested April 1, 2026. Amounts related to the PSU awards granted in 2025 are subject to a 16-month performance period, commencing on January 1, 2025 and ending December 31, 2025 for the AEBITDA PSUs and commencing May 1, 2025 and ending May 1, 2026 for the Stock Price Change PSUs. The amounts shown assume target performance (100%) is achieved for the awards granted in 2023 and 2025. The amounts shown for the awards granted in 2024 reflect time-based vesting of the remaining two tranches of such awards based on actual performance (68.59%). |

  91. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | 49 | |

  92. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) The market value is based on the closing market price of our Common Stock on December 31, 2025 ($14.03 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. |

  93. 2025 Option Exercises and Stock Vested Table

    2025 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 2025.

  94. 2025 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 | — | — | 45,618 | $640,334 | | Mark Weinswig | — | — | — | — | | Megan Wynne | — | — | 31,306 | $450,789 | | John T. Hanson | 79,484 | $628,898 | 40,320 | $580,861 |

  95. 2025 Option Exercises and Stock Vested Table

    | (1) Reflects options exercised during 2025. |

  96. 2025 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. |

  97. 2025 Option Exercises and Stock Vested Table

    | (3) Reflects vesting and payment of PSUs and RSUs granted in 2021 – 2024. |

  98. 2025 Option Exercises and Stock Vested Table

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

  99. CEO Pay Ratio

    CEO Pay Ratio SEC rules require us to disclose the annual total compensation of our PEO for 2025, Mr. Keirn, 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”). 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 2025 Summary Compensation Table. For 2025, these amounts were as follows:

  100. CEO Pay Ratio

    | • | Our PEO’s annual total compensation: $2,125,792 |

  101. CEO Pay Ratio

    | • | Our median compensated employee’s annual total compensation: $93,574 |

  102. CEO Pay Ratio

    | • | CEO Pay Ratio: 23 to 1 |

  103. CEO Pay Ratio

    For 2025, we identified a new median employee because, as permitted by Instruction 2 to Item 402(u), the previously identified median employee had been used for three consecutive years. The methodology used to identify our median employee for fiscal year 2025 was based on annual total compensation paid and we chose December 31, 2025 as the determination date. On the determination date, we had 290 employees, of which 268 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. Consistent with past years, for our consistently applied compensation measure we used regular earnings paid in 2025, with compensation converted to U.S. dollars using the average exchange rate over 2025 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 2025 Summary Compensation Table as required by Item 402(u)(2)(i). This annual total compensation amount for our median employee was then compared to the annual total compensation of our CEO 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.

  104. CEO Pay Ratio

    | 2026 Proxy Statement | 50 |

  105. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Except as otherwise noted, the following narrative and table 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 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, 2025 (which are set forth in the 2025 Outstanding Equity Awards at Fiscal Year-End Table). As detailed above, in 2025, Mr. Hanson retired as Chief Financial Officer and he provided transition services as requested by the Company until his Separation Date. Mr. Hanson continued to receive base salary, employee benefits and continued vesting of a portion of his outstanding RSUs and PSUs during his employment through the Transition Period. Mr. Hanson’s outstanding options will remain exercisable through the first anniversary of the Separation Date (or, if earlier, the expiration date of the option). Mr. Hanson’s employment terminated prior to the end of the last fiscal year and he did not receive any severance pursuant to the Hanson Transition Agreement or otherwise, and as such, Mr. Hanson does not appear on the table below. The table assumes that employment termination and/or the change in control occurred on December 31, 2025 and a valuation of our Common Stock based on its closing market price per share on December 31, 2025 (the last trading day of 2025) of $14.03 per share. The table also assumes 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. A description of some elements of the plans, arrangements, and agreements covered by the following table 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 table describe the assumptions that were used in calculating the amounts described below.

  106. 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 | $525,000 | $525,000 | $66,000 | $1,457,725 | $2,573,725 | | Qualifying Termination within CIC Protection Period | $1,050,000 | $525,000 | $66,000 | $1,998,946 | $3,639,946 | | Mark Weinswig(6) | | | | | | | Qualifying Termination other than within CIC Protection Period | $385,000 | $230,230 | $66,000 | $— | $681,230 | | Qualifying Termination within CIC Protection Period | $577,500 | $230,230 | $66,000 | $1,501,434 | $2,375,164 | | Megan Wynne(7) | | | | | | | Qualifying Termination other than within CIC Protection Period | $— | $— | $— | $— | $— | | Qualifying Termination within CIC Protection Period | $369,000 | $184,500 | $21,288 | $818,744 | $1,393,532 |

  107. Potential Payments Upon Termination or Change in Control

    | (1) The Base Salary Continuation amounts for the NEOs assume base salary in effect on December 31, 2025, payable over the severance period. Messrs. Keirn and Weinswig’s severance period for a qualifying termination occurring other than within the CIC Protection Period is 12 months under their respective employment agreements. Ms. Wynne’s severance period for a qualifying termination within the CIC |

  108. Potential Payments Upon Termination or Change in Control

    | 53 | |

  109. Potential Payments Upon Termination or Change in Control

    | Protection Period is 12 months under the Amended Retention Plan, and she is not entitled to severance for a qualifying termination outside the CIC Protection Period. Under the terms of the Keirn Employment Agreement, if Mr. Keirn has a qualifying termination during the CIC Protection Period, 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. If Mr. Weinswig has a qualifying termination during the CIC Protection Period, the severance amount is increased to 1.5 times Mr. Weinswig’s annual base salary and paid in a lump sum within 60 days following the date of termination, rather than in the form of base salary continuation. |

  110. Potential Payments Upon Termination or Change in Control

    | (2) For each of the NEOs, the Bonus Continuation amount reflects 100% of target bonuses as of December 31, 2025. However, Mr. Weinswig’s 2025 target bonus amount is prorated at 92% based on his start date of February 3, 2025. In the event of a qualifying termination of employment of Mr. Keirn or Mr. Weinswig other than within the CIC Protection Period, the bonus would be prorated based on actual performance. |

  111. Potential Payments Upon Termination or Change in Control

    | (3) The Benefit Continuation amount for Messrs. Keirn and Weinswig assumes an estimated cost of $5,500 per month, payable over the 12-month severance period, and the Benefit Continuation amount for Ms. Wynne assumes an estimated cost of $1,774, payable over the 12-month severance period. |

  112. Potential Payments Upon Termination or Change in Control

    | (4) The Equity Award amount for the NEOs 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 Protection Period, the number of PSUs vesting would be determined based on actual performance; however, for purposes of the table, the value in respect of PSUs was determined based on target performance where actual performance has not yet been determined. 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 $14.03 on December 31, 2025. |

  113. Potential Payments Upon Termination or Change in Control

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

  114. Potential Payments Upon Termination or Change in Control

    | (6) The amounts in this table for Mr. Weinswig reflect payments under the Weinswig Employment Agreement. |

  115. Potential Payments Upon Termination or Change in Control

    | (7) The amounts in this table for Ms. Wynne reflect payments under the Amended Retention Plan. |

  116. 2025 Pay Versus Performance

    2025 Pay Versus Performance

  117. 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 the average of our Other NEOs as reported for that fiscal year 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, Hanson, Weinswig or Wynne during the applicable fiscal year. In |

  118. 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 NEOs 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.

  119. Relationship Between Compensation Actually Paid and Performance Measures

    | 57 | |

  120. 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 NEOs is generally aligned with our TSR. Given the weighting of equity-based compensation in our overall pay mix for the five covered fiscal years, our TSR performance materially impacted the compensation actually paid in 2025. The chart also compares our cumulative TSR to the cumulative TSR of our selected peer group for the five covered fiscal years.

  121. Relationship Between Compensation Actually Paid and Performance Measures

    | 2026 Proxy Statement | 58 |

  122. 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 NEOs against the Company’s GAAP net income. 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 PSU performance metrics.

  123. Relationship Between Compensation Actually Paid and Performance Measures

    | 59 | |

  124. 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 NEOs 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 NEOs for the most recently completed fiscal year, to our performance.

  125. Relationship Between Compensation Actually Paid and Performance Measures

    | 2026 Proxy Statement | 60 |

  126. 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 2025. 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 2025 Summary Compensation Table included in “Executive Compensation” above.

  127. 2025 Director Compensation Table

    2025 Director Compensation Table

  128. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | L. Gregory Ballard(3) | $25,549 | $29,333 | $54,882 | | Libby B. Bush(4) | $57,500 | $170,001 | $227,501 | | Terry Jimenez(5) | $118,963 | $157,887 | $276,850 | | Dave Muscatel(6) | $0 | $0 | $0 | | Katherine L. Scherping(7) | $83,269 | $170,001 | $253,270 | | Julia W. Sze(8) | $72,500 | $170,001 | $242,501 | | Andrew Wolfe, Ph.D.(9) | $71,758 | $170,001 | $241,759 | | William Wyatt(10) | $75,000 | $170,001 | $245,001 |

  129. 2025 Director Compensation Table

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

  130. 2025 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. |

  131. 2025 Director Compensation Table

    | (3) Mr. Ballard was granted 11,620 shares of restricted stock on April 1, 2025, but only a pro-rata amount of such grant, 2,005 shares, vested on June 3, 2025 when Mr. Ballard left the Board. |

  132. 2025 Director Compensation Table

    | (4) As of December 31, 2025, Ms. Bush held 11,620 shares of restricted stock there were granted on April 1, 2025. |

  133. 2025 Director Compensation Table

    | (5) Mr. Jimenez was granted 11,620 shares of restricted stock on April 1, 2025, but only a pro-rata amount of such grant, 10,792 shares, vested on March 6, 2026 when Mr. Jimenez left the Board. |

  134. 2025 Director Compensation Table

    | (6) Mr. Muscatel was not considered an independent director and did not receive cash or equity compensation for his services, other than reimbursement for travel expenses to attend Board meetings. Mr. Muscatel left the Board on September 30, 2025. |

  135. 2025 Director Compensation Table

    | (7) As of December 31, 2025, Ms. Scherping held 11,620 shares of restricted stock that were granted on April 1, 2025. |

  136. 2025 Director Compensation Table

    | (8) As of December 31, 2025, Ms. Sze held 11,620 shares of restricted stock that were granted on April 1, 2025. |

  137. 2025 Director Compensation Table

    | (9) As of December 31, 2025, Mr. Wolfe held 11,620 shares of restricted stock that were granted on April 1, 2025. |

  138. 2025 Director Compensation Table

    | (10) As of December 31, 2025, Mr. Wyatt held 11,620 shares of restricted stock that were granted on April 1, 2025. |

  139. 2025 Director Compensation Table

    | 61 | |

  140. 2025 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 2025 following the adjustments to select retainers effective July 2023. Cash retainer amounts for special committees that may be established periodically are in effect only during the time period that these committees are functioning.

  141. 2025 Director Compensation Table

    | Pay Element | 2025 | | 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 |

  142. 2025 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 2025, each non-employee director received a grant of restricted stock having a grant date fair market value of approximately $170,000. The annual grant of restricted stock vests on the first anniversary of the grant date. 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.

  143. 2025 Director Compensation Table

    | 2026 Proxy Statement | 62 |

  144. 2025 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.