Andrew Wolfe
About Andrew Wolfe
Andrew Wolfe, Ph.D., is an independent director of Turtle Beach Corporation (TBCH), serving since February 2012. He is 62 years old, founded Wolfe Consulting in 2002, and is recognized as a Fellow of the IEEE. He currently serves as an Assistant Teaching Professor at Santa Clara University, teaching Embedded Systems, IC design, PCB design, and Mechatronics . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wolfe Consulting | Founder; technology and IP consultant | 2002–present | Advises on consumer electronics, computer, and semiconductors; expert witness in IP litigation |
| SONICblue, Inc. (formerly S3, Inc.) | Chief Technology Officer | 1999–2002 | Led product and IP strategy |
| SONICblue, Inc. (formerly S3, Inc.) | SVP, Business Development | 2001–2002 | Licensing and business development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Santa Clara University | Assistant Teaching Professor | Current | Teaches Embedded Systems, IC design, PCB design, Mechatronics |
| IEEE | Fellow | Current | Recognized for professional contributions |
| Other public company boards | None disclosed | — | No other directorships noted in proxy biography |
Board Governance
- Committee memberships: Audit Committee (member), Nominating & Governance Committee (member), Value Enhancement Committee (member) .
- Independence: Determined independent (Nasdaq definition) .
- Attendance and engagement:
- Board met 15 times in 2024; all then-serving directors attended at least 75% of Board and committee meetings; directors attended the 2024 annual meeting virtually .
- Audit Committee met 4 times in 2024 .
- Nominating & Governance Committee met 7 times in 2024 .
- Value Enhancement Committee met 89 times in 2024, reflecting significant strategic activity (e.g., PDP acquisition) .
- Lead Independent Director: Not applicable; no LID retainer listed .
- Anti-hedging/pledging: Prohibited for directors; short sales, options, and hedging/pledging banned under policy .
- Conflicts policy: Directors and close relatives cannot serve with companies providing audio products or gaming accessories; related-party transactions reviewed by Audit Committee .
Fixed Compensation
| Pay Element (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Standard non-employee director retainer |
| Audit Committee member fee | 10,000 | Member, not chair |
| Nominating & Governance Committee member fee | 7,500 | Member, not chair |
| Value Enhancement Committee member fee | 10,000 | Member, not chair |
| Total cash fees (Andrew Wolfe, 2024) | 77,500 | As reported in Director Compensation Table |
Performance Compensation
| Grant | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Annual restricted stock | Apr 1, 2024 | 6,988 | ~120,000 | Vests on first anniversary of grant date | None (time-based vesting) |
| One-time restricted stock (Value Enhancement Committee contribution) | May 3, 2024 | 1,992 | 30,000 | Vests in full on first anniversary of grant date | None (time-based vesting) |
| Total 2024 stock awards (Andrew Wolfe) | — | — | 149,984 | As reported; no options for directors |
- Program structure: Non-employee directors received annual restricted stock grants (~$120,000 grant-date fair value) vesting after one year; no director meeting fees; one-time equity awards recognized extraordinary Value Enhancement Committee work in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Wolfe in the proxy |
Expertise & Qualifications
- 40+ years in technology and product/IP strategy across Fortune 500 and startups .
- Recognized IEEE Fellow .
- Academic instruction in embedded systems and hardware design (Santa Clara University) .
- Experience relevant to TBCH’s product/IP strategies and oversight of technology risk .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable ≤60 Days | Ownership % of Outstanding | Notes |
|---|---|---|---|---|
| Andrew Wolfe, Ph.D. | 137,422 | 36,963 | <1% | Beneficial ownership as of Apr 11, 2025; includes options and restricted stock vesting within 60 days |
| Restricted stock held (as of Dec 31, 2024) | 6,988 (Apr 1, 2024 grant); 1,992 (May 3, 2024 grant) | — | — | Scheduled to vest per program |
| Stock ownership guidelines | Must hold ≥3× annual cash retainer (i.e., ≥$150,000 equivalent) within 5 years | — | — | Compliance status not disclosed |
- Anti-pledging/hedging: Company prohibits pledging and hedging of TBCH securities by directors .
Governance Assessment
- Board effectiveness: Wolfe’s long tenure, independence, and roles on Audit, Nominating & Governance, and a highly active Value Enhancement Committee indicate deep institutional knowledge and engagement. Committee meeting cadence (Audit 4, N&G 7, VEC 89 in 2024) suggests sustained involvement in financial oversight, governance, and strategic transactions .
- Alignment: Director equity is time-based restricted stock (not options), aligning with shareholders; cash + equity mix is standard, with one-time award for extraordinary committee work; anti-hedging/pledging policy strengthens alignment .
- Independence & conflicts: Independent under Nasdaq; no related-party transactions disclosed involving Wolfe; conflicts policy restricts involvement with direct competitors .
- Attendance/engagement: Board states all directors met ≥75% attendance; executive sessions held; annual meeting attendance expected and met in 2024 .
- Shareholder signals: Prior say-on-pay support (2024 vote on 2023 NEO comp at ~89.2% approval) suggests constructive investor sentiment toward governance and compensation framework, though focused on executives rather than directors .
RED FLAGS: None disclosed specific to Wolfe (no related-party transactions, no hedging/pledging, no legal proceedings) .
Overall, Wolfe’s technical/IP depth and multi-committee service are positives for board oversight; compensation appears conventional and modest, with clear ownership policies and prohibitions that support investor alignment .