Turtle Beach (HEAR) PRE 14A15 May 23Preliminary proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2022
Document Information [Line Items]
Document Type	PRE 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Turtle Beach Corporation
Entity Central Index Key	0001493761

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Pay vs Performance Disclosure [Table]
Pay vs Performance [Table Text Block]	PAY VERSUS PERFORMANCE The our As required by Item 402(v) of Regulation S-K, Compensation Discussion and Analysis Pay-Versus-Performance Value of Initial Fixed $100 Investment Based On: Year (a) Summary (1) (b) Compensation (2) (c) Average Non-PEO (1) (d) Average Non-PEO (2) (e) Total (3) (f) Peer Group (4) (g) Net Income (5) (h) Adjusted (6) (i) 2022 $3,868,401 ($ 117,675) $1,492,460 $ 65,621 $ 76 $ 99 ($59,546,000) ($18,747,000) 2021 $3,913,187 $2,072,416 $1,598,450 $ 935,755 $236 $143 $17,721,000 $36,585,000 2020 $2,275,770 $5,114,078 $1,113,160 $2,197,546 $228 $118 $38,746,000 $61,448,000 (1) The dollar amounts reported in column (b) and column (d) represent the amount of total compensation reported for the following Named Executive Officers for each corresponding covered year in the “Total” column of the Summary Compensation Table for each applicable year. Please refer to “ Executive Compensation—2022 Summary Compensation Table • In column (b), PEO: Juergen Stark, our CEO since September 2012 • In column (d), Other Non-PEO (2) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to our PEO (Mr. Stark) and our other NEO (Mr. Hanson) as computed in accordance with Item 402(v) of Regulation S-K S-K, paid Year Executive Reported Summary Reported Grant Date (a) Equity Award (b) Compensation 2022 PEO Other NEO $3,868,401 $1,492,460 $2,976,312 $ 972,884 ($1,009,764) ($ 453,955) ($ 117,675) $ 65,621 2021 PEO Other NEO $3,913,187 $1,598,450 $2,743,000 $ 987,480 $ 902,229 $ 324,785 $2,072,416 $ 935,755 2020 PEO Other NEO $2,275,770 $1,113,160 $ 696,325 $ 333,025 $3,534,633 $1,417,411 $5,114,078 $2,197,546 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year. (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) to the applicable reported Summary Compensation Table Total of the following: (i) the year-end Year Executive Year End Year Fair Value as Year over Fair Value at Total Equity Award 2022 PEO Other NEO $ 0 $ 0 ($ 634,784) ($ 293,282) $0 $0 ($374,980) ($160,673) $0 $0 ($1,009,764) ($ 453,955) 2021 PEO Other NEO $ 0 $ 0 $ 50,044 $ 21,939 $0 $0 $852,185 $302,846 $0 $0 $ 902,229 $ 324,785 2020 PEO Other NEO $1,961,668 $ 938,189 $1,345,958 $ 415,948 $0 $0 $227,008 $ 63,274 $0 $0 $3,534,633 $1,417,411 Equity Award Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. The valuation assumptions used to calculate the fair values of the stock options held by the PEO and other NEO that vested during or were outstanding and unvested as of the end of each covered fiscal year differed from those valuation assumptions disclosed at the time of grant in the following respects: the expected term assumptions varied from 3.59 years to 4.81 years, risk-free interest rate assumptions varied from 0.35% to 4.09% and the stock price volatility assumptions varied from 61.13% to 64.63%, depending on the specific stock option the fair value which was being recalculated. Time-based restricted stock unit award grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the time-based restricted stock unit awards held by the PEO and other NEO that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of year-end PEO (3) Cumulative total shareholder return (“ TSR (4) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Consumer Durables and Apparel Index, a published industry index. (5) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year. (6) Refers to adjusted EBITDA, a non-GAAP financial measure, which is defined in our Annual Report on Form 10-K (non-cash) non-recurring
Company Selected Measure Name	adjusted EBITDA
Named Executive Officers, Footnote [Text Block]	Other Non-PEO
Peer Group Issuers, Footnote [Text Block]	Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Consumer Durables and Apparel Index, a published industry index.
PEO Total Compensation Amount	$ 3,868,401	$ 3,913,187	$ 2,275,770
PEO Actually Paid Compensation Amount	$ (117,675)	2,072,416	5,114,078
Adjustment To PEO Compensation, Footnote [Text Block]	(2) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to our PEO (Mr. Stark) and our other NEO (Mr. Hanson) as computed in accordance with Item 402(v) of Regulation S-K S-K, paid Year Executive Reported Summary Reported Grant Date (a) Equity Award (b) Compensation 2022 PEO Other NEO $3,868,401 $1,492,460 $2,976,312 $ 972,884 ($1,009,764) ($ 453,955) ($ 117,675) $ 65,621 2021 PEO Other NEO $3,913,187 $1,598,450 $2,743,000 $ 987,480 $ 902,229 $ 324,785 $2,072,416 $ 935,755 2020 PEO Other NEO $2,275,770 $1,113,160 $ 696,325 $ 333,025 $3,534,633 $1,417,411 $5,114,078 $2,197,546 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year. (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) to the applicable reported Summary Compensation Table Total of the following: (i) the year-end Year Executive Year End Year Fair Value as Year over Fair Value at Total Equity Award 2022 PEO Other NEO $ 0 $ 0 ($ 634,784) ($ 293,282) $0 $0 ($374,980) ($160,673) $0 $0 ($1,009,764) ($ 453,955) 2021 PEO Other NEO $ 0 $ 0 $ 50,044 $ 21,939 $0 $0 $852,185 $302,846 $0 $0 $ 902,229 $ 324,785 2020 PEO Other NEO $1,961,668 $ 938,189 $1,345,958 $ 415,948 $0 $0 $227,008 $ 63,274 $0 $0 $3,534,633 $1,417,411
Non-PEO NEO Average Total Compensation Amount	$ 1,492,460	1,598,450	1,113,160
Non-PEO NEO Average Compensation Actually Paid Amount	$ 65,621	935,755	2,197,546
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]	(2) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to our PEO (Mr. Stark) and our other NEO (Mr. Hanson) as computed in accordance with Item 402(v) of Regulation S-K S-K, paid Year Executive Reported Summary Reported Grant Date (a) Equity Award (b) Compensation 2022 PEO Other NEO $3,868,401 $1,492,460 $2,976,312 $ 972,884 ($1,009,764) ($ 453,955) ($ 117,675) $ 65,621 2021 PEO Other NEO $3,913,187 $1,598,450 $2,743,000 $ 987,480 $ 902,229 $ 324,785 $2,072,416 $ 935,755 2020 PEO Other NEO $2,275,770 $1,113,160 $ 696,325 $ 333,025 $3,534,633 $1,417,411 $5,114,078 $2,197,546 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year. (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) to the applicable reported Summary Compensation Table Total of the following: (i) the year-end Year Executive Year End Year Fair Value as Year over Fair Value at Total Equity Award 2022 PEO Other NEO $ 0 $ 0 ($ 634,784) ($ 293,282) $0 $0 ($374,980) ($160,673) $0 $0 ($1,009,764) ($ 453,955) 2021 PEO Other NEO $ 0 $ 0 $ 50,044 $ 21,939 $0 $0 $852,185 $302,846 $0 $0 $ 902,229 $ 324,785 2020 PEO Other NEO $1,961,668 $ 938,189 $1,345,958 $ 415,948 $0 $0 $227,008 $ 63,274 $0 $0 $3,534,633 $1,417,411
Compensation Actually Paid vs. Total Shareholder Return [Text Block]	Compensation Actually Paid and Company TSR As demonstrated in the chart below, the amount of compensation actually paid to our PEO and NEO is generally aligned with our TSR. Given the weighting of equity-based compensation in our overall pay mix for the three covered fiscal years (an average of 60% of our PEO’s and 53% of our NEO’s 2020 – 2022 target total compensation), our TSR performance materially impacted the compensation actually paid in 2022.
Compensation Actually Paid vs. Net Income [Text Block]	Compensation Actually Paid and Net Income The chart below illustrates the correlation between compensation actually paid to our PEO and other NEO against the Company’s GAAP net income. Our 2022 net income was significantly impacted by decreased revenue as a result of macroeconomic conditions, as well as increased freight costs and volume-driven fixed cost deleveraging, partially offset by lower operating expenses. We do not use GAAP or non-GAAP
Compensation Actually Paid vs. Company Selected Measure [Text Block]	Compensation Actually Paid and Adjusted EBITDA The chart below compares the compensation actually paid to our PEO and 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 PEO and NEO for the most recently completed fiscal year, to our performance. Our compensation actually paid correlated with our adjusted EBITDA, which declined for 2022 due to similar factors as noted above impacting net income.
Total Shareholder Return Vs Peer Group [Text Block]	Compensation Actually Paid and Company TSR As demonstrated in the chart below, the amount of compensation actually paid to our PEO and NEO is generally aligned with our TSR. Given the weighting of equity-based compensation in our overall pay mix for the three covered fiscal years (an average of 60% of our PEO’s and 53% of our NEO’s 2020 – 2022 target total compensation), our TSR performance materially impacted the compensation actually paid in 2022.
Tabular List [Table Text Block]	Financial Performance Measures Our • Adjusted EBITDA • Net Revenues • Console Headset Market Share • Next Fiscal Year Revenue Growth • Employee Satisfaction and Retention
Total Shareholder Return Amount	$ 76	236	228
Peer Group Total Shareholder Return Amount	99	143	118
Net Income (Loss)	$ (59,546,000)	$ 17,721,000	$ 38,746,000
Company Selected Measure Amount	(18,747,000)	36,585,000	61,448,000
PEO Name	Juergen Stark
Measure [Axis]: 1
Pay vs Performance Disclosure [Table]
Measure Name	Adjusted EBITDA
Non-GAAP Measure Description [Text Block]	Refers to adjusted EBITDA, a non-GAAP financial measure, which is defined in our Annual Report on Form 10-K (non-cash) non-recurring
Measure [Axis]: 2
Pay vs Performance Disclosure [Table]
Measure Name	Net Revenues
Measure [Axis]: 3
Pay vs Performance Disclosure [Table]
Measure Name	Console Headset Market Share
Measure [Axis]: 4
Pay vs Performance Disclosure [Table]
Measure Name	Next Fiscal Year Revenue Growth
Measure [Axis]: 5
Pay vs Performance Disclosure [Table]
Measure Name	Employee Satisfaction and Retention
PEO [Member] \| Reported Grant Date Fair Value of Equity Awards in Summary Compensation [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 2,976,312	$ 2,743,000	$ 696,325
PEO [Member] \| Equity Award Adjustments( [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(1,009,764)	902,229	3,534,633
PEO [Member] \| Year End Fair Value of Equity Awards Granted in Covered Fiscal Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	1,961,668
PEO [Member] \| Year over Year Change in Fair Value of Equity Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(634,784)	50,044	1,345,958
PEO [Member] \| Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Fiscal Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	0
PEO [Member] \| Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(374,980)	852,185	227,008
PEO [Member] \| Fair Value at End of Prior Fiscal Year of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during Covered Fiscal Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	0
Non-PEO NEO [Member] \| Reported Grant Date Fair Value of Equity Awards in Summary Compensation [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	972,884	987,480	333,025
Non-PEO NEO [Member] \| Equity Award Adjustments( [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(453,955)	324,785	1,417,411
Non-PEO NEO [Member] \| Year End Fair Value of Equity Awards Granted in Covered Fiscal Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	938,189
Non-PEO NEO [Member] \| Year over Year Change in Fair Value of Equity Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(293,282)	21,939	415,948
Non-PEO NEO [Member] \| Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Fiscal Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	0
Non-PEO NEO [Member] \| Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(160,673)	302,846	63,274
Non-PEO NEO [Member] \| Fair Value at End of Prior Fiscal Year of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during Covered Fiscal Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 0	$ 0	$ 0