Cris Keirn
About Cris Keirn
Turtle Beach’s CEO since March 13, 2024 (interim CEO from July 1, 2023), age 54; B.S. Mechanical Engineering (Purdue) and a Master’s Certificate in Project Management (George Washington University) . 2024 saw sharp improvement: Net revenue $372.8M, net income $16.2M (diluted EPS $0.78), and Adjusted EBITDA $56.4M versus 2023 ($258.1M, -$17.7M, $6.5M) as TBCH integrated PDP and gained operating leverage . Under Keirn’s tenure, TBCH reiterated 2025 guidance (revenue $340–$360M; Adj. EBITDA $47–$53M), refinanced debt (-450 bps on the term loan; ~$2M annual interest savings), and repurchased ~$17M YTD shares, including $10M in Q3 at $14.40 average . Pay-versus-performance shows 2024 CAP aligned with outcomes, with TSR index 183 (2019 base=100), net income $16.2M, and Adjusted EBITDA $56.4M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Turtle Beach | Chief Executive Officer | Mar 13, 2024 – present | Leads portfolio expansion and integration of PDP; margin and EBITDA improvement focus . |
| Turtle Beach | Interim CEO | Jul 1, 2023 – Mar 13, 2024 | Led through transition; awarded deferred stock for interim service . |
| Turtle Beach | SVP, Global Sales | Aug 2016 – Mar 2024 | Scaled gaming accessories, led retail account management and sales ops . |
| Turtle Beach | VP, Business Planning & Strategy (and other roles) | Feb 2013 – Aug 2016 | Strategic planning and business ops roles . |
| Motorola | Various leadership roles | 17 years (dates not disclosed) | Product management, operations, quality, customer relations across consumer/telecom . |
External Roles
No external public company directorships disclosed for Keirn in the proxy; current non-employee director compensation section confirms only non-employee directors receive director pay (CEO excluded) .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 410,000 | 475,000 (raised upon CEO appointment) |
| Target Annual Bonus (% of base) | 80% as SVP/Interim CEO | 100% as CEO |
| Total Reported Compensation ($) | 1,213,482 | 2,449,488 |
Performance Compensation
2024 Annual Cash Bonus (Design and Outcome)
- Plan design: 85% financial (Net Revenue 20%; Adjusted EBITDA 65%), 15% strategic (headset share 10%; controller share 5%). Payout 0–150% of target; no payout on strategic goals unless target achieved .
- Results: Net Revenue $372.8M (vs target $390.6M); Adjusted EBITDA $56.4M (vs target $57.75M); Strategic: headset share below threshold; controller share at target. Keirn’s 2024 bonus paid $394,540 .
| Metric | Weight | Target | Actual | Keirn Payout ($) |
|---|---|---|---|---|
| Net Revenue | 20% | $390.6M | $372.8M | 79,857 |
| Adjusted EBITDA | 65% | $57.75M | $56.4M | 290,933 |
| Headset Share Growth | 10% | ≥10 bps | Below threshold | 0 |
| Controller Share Growth | 5% | 300–499 bps | Target achieved | 23,750 |
| Total | 100% | — | — | 394,540 |
Long-Term Incentives (LTI)
- Structure shift to increase performance orientation: 70% PSUs / 30% RSUs for 2024 awards; PSUs split 50% stock price, 50% Adjusted EBITDA; RSUs vest over 4 years (25% annually from Apr 1, 2025) .
- 2024 PSU metrics and vesting:
- Stock Price PSUs: threshold $16.76 (50%), target $22.35 (100%), max $27.94 (200%); measured by 30-day VWAP at May 9, 2025; earned shares vest in three equal installments beginning at end of performance period, with two annual installments thereafter .
- Adjusted EBITDA PSUs: threshold $54.0M (50%), target $67.5M (100%), max $84.4M (150%); performance window Q2’24–Q1’25; vesting schedule same as above .
- Change-in-control (CIC) treatment: performance truncation and conversion to time-based RSUs, then double-trigger acceleration on qualifying termination within 12 months post-CIC .
| 2024 LTI Grants (Keirn) | Quantity | Grant Value ($) | Key Terms |
|---|---|---|---|
| RSUs | 26,208 | 450,000 | 25% vest Apr 1, 2025; annually through Apr 1, 2028 . |
| PSUs (target) | 61,153 | 1,050,000 | 50% Stock Price (VWAP to May 9, 2025; 0–200%); 50% AEBITDA (Q2’24–Q1’25; 0–150%); earned shares vest 1/3 at end of performance, 1/3 on each of next two anniversaries . |
Recent PSU outcomes on prior cycles (earned in 2025 based on 2024 performance):
- 2023 PSUs: Market Growth and EBITDA Margin both paid 200% of target; Keirn earned 7,920 total units on 2024 tranche .
- 2022 PSUs: Market Growth paid 200%; EBITDA Margin paid 114.1%; Keirn earned 7,476 total units on 2024 tranche .
Equity Vesting and 2024 Realization
| Item | Keirn 2024 |
|---|---|
| Shares vested from RSUs/PSUs/deferred stock (# / $) | 46,253 / $744,467 |
Equity Ownership & Alignment
- Beneficial ownership (Apr 11, 2025): 86,500 shares; includes 31,772 options exercisable within 60 days; <1% of outstanding; company shares outstanding 20,116,989 .
- Hedging/pledging: Prohibited for executives and directors (short sales, derivatives, collars, margin, pledges) .
- CEO stock ownership guideline: 3x base salary within 5 years of appointment; compliance deadline last trading date of 2029 .
| Component (as of Dec 31, 2024 unless noted) | Detail |
|---|---|
| Beneficial ownership (Apr 11, 2025) | 86,500 shares; includes 31,772 options exercisable within 60 days; <1% . |
| Options exercisable (grants) | 19,167 @ $12.10 (exp. 4/1/2029); 12,605 @ $5.95 (exp. 4/1/2030) . |
| Unvested RSUs (by grant) | 4,500 (2021), 10,500 (2022), 21,000 (2023), 26,208 (2024) . |
| Unearned PSUs outstanding (proxy basis) | 4,760 (2022 tranche), 8,040 (2023 tranche), 30,576 (2024 assumed threshold) . |
| Ownership guidelines | CEO 3x salary within 5 years (deadline 2029) . |
| Hedging/pledging status | Prohibited; no pledges disclosed . |
Employment Terms
| Term | Keirn |
|---|---|
| Employment agreement | Effective Mar 13, 2024; initial 3-year term; auto-renews annually unless either party opts out . |
| Compensation under agreement | Base salary $475,000; target annual bonus up to 100% of salary; initial 2024 equity: PSUs $1,050,000 and RSUs $450,000 . |
| Restrictive covenants | Non-compete and non-solicit post-termination (durations not disclosed) . |
| Clawbacks | Mandatory SEC/Nasdaq-compliant clawback for restatements; additional discretionary clawback for misconduct or restatements (covers time-based equity) . |
| Severance (non-CIC qualifying termination) | Pro-rated bonus; 12 months base salary; full vesting of time-based equity; pro-rata vesting of PSUs based on actual performance; 12 months COBRA (employee co-pay) . |
| Severance (within 6 months post-CIC, double trigger) | 2x base salary lump sum; pro-rated bonus; full vesting of time-based; PSUs per plan (actual/target per terms); 12 months COBRA . |
Potential payments illustration (assumes Dec 31, 2024 termination; stock $17.31):
| Scenario | Base Salary Continuation ($) | Bonus Continuation ($) | Benefits ($) | Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying termination (non-CIC) | 475,000 | 475,000 | 44,757 | 1,492,645 | 2,487,402 |
| Qualifying termination within CIC protection period | 950,000 | 475,000 | 44,757 | 2,356,947 | 3,826,704 |
Performance & Track Record
- 2024 operational results: Net revenue $372.8M; net income $16.2M; Adjusted EBITDA $56.4M; drivers included PDP acquisition and category expansion; headset market leadership maintained .
- 2025 execution: Q3 revenue $80.5M, gross margin 37.4% (+~120 bps YoY), net income $1.7M, Adjusted EBITDA $11.0M; reiterated FY25 guidance (revenue $340–$360M; Adj. EBITDA $47–$53M) .
- Capital allocation: ~$17M YTD buybacks through Q3, including $10M in Q3 at $14.40; debt refinancing lowers term loan cost by 450 bps ($2M annual interest savings) .
- Governance outcomes: 2024 Say-on-Pay approval ~89.2% .
Board Governance
- Role: CEO and director since March 2024; not listed on any board committees (committees are fully independent) .
- Board leadership: Independent Chair (Terry Jimenez); independent Audit, Compensation, Nominating & Governance, and Value Enhancement Committees; regular executive sessions; all then-serving directors ≥75% attendance in 2024 .
- Anti-hedging/pledging and trading policy in place; ownership guidelines for directors (3x retainer) .
Director Compensation
- As CEO, Keirn receives no additional compensation for board service; non-employee director pay structure disclosed separately .
Compensation Structure Analysis
- Increased performance leverage: 2024 moved from 30% PSU to 70% PSU in LTI; annual bonus tied 85% to financial metrics (revenue, Adjusted EBITDA), 15% to market share; max bonus reduced to 150% from 200% .
- Outcomes match performance: 2024 bonus paid at 83.06% of target; prior-cycle PSUs paid at 200% (2023 tranche) and 157.1% (2022 tranche) for 2024 performance, consistent with revenue growth and AEBITDA margin achievements .
- Shareholder safeguards: Double-trigger CIC; no option repricing; no tax gross-ups; robust clawbacks; anti-hedging/pledging .
Compensation Peer Group (context)
- Consumer-related tech peers; TBCH ranked ~39th percentile by L4Q revenue and ~54th percentile by market cap at the Nov 2024 refresh; peers include Arlo, Corsair, GoPro, NETGEAR, Digi, Aviat, Lantronix, PAR, Universal Electronics, Ooma, KVH, Quantum, AstroNova, Applied Optoelectronics .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no director/officer legal proceedings disclosed as material; robust clawback regime .
- Related party oversight in Audit Committee; no Keirn-related RPTs disclosed; one late Form 4 filed Feb 5, 2024 for a deferred stock award (administrative) .
Equity Vesting & Potential Selling Pressure
- Annual RSU vests each April 1 through 2028 for 2024 grant; PSUs (if earned) vest one-third at end of performance period (May 2025 timing for stock-price measurement) with two annual installments thereafter, creating periodic liquidity windows; subject to insider trading policy .
Investment Implications
- Pay-for-performance alignment is strong: higher PSU weighting, rigorous EBITDA/stock price hurdles, and reduced bonus caps align executive incentives with earnings quality, share-price compounding, and share capture in controllers/headsets .
- Retention risk appears contained: double-trigger CIC, 12 months salary severance (2x within 6 months post-CIC), multi-year vesting, and ownership guidelines support continuity; minimal perqs and no tax gross-ups reduce optics risk .
- Near-term trading dynamics: April RSU vests and post-performance PSU tranches (subject to achievement) could add episodic insider supply; anti-hedging/pledging, trading windows, and potential 10b5-1 usage mitigate disorderly selling .
- Execution track record is improving: 2024 inflection in revenue/EBITDA, continued FY25 guidance, refinancing savings, and buybacks signal confidence and discipline under Keirn’s leadership .