Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 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 | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE The As required by Item 402(v) of Regulation S-K, we 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 Other NEO (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 for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by Messrs. Stark or Hanson during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the “compensation actually 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 (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 Other NEO | ||
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 for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by Messrs. Stark or Hanson during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the “compensation actually 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 for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by Messrs. Stark or Hanson during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the “compensation actually 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 compensation program is designed to motivate our Named Executive Officers to achieve short-term and long-term results that are in the best interests of our stockholders and a long-term commitment to the Company. A significant portion of our compensation is in the form of incentive compensation, including equity-based awards, tied to rigorous financial and strategic goals. For the most recently completed fiscal year, our most important performance measures, in no particular order, were: • 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 |