David Muscatel
About David Muscatel
David “Dave” Muscatel, age 56, joined the Turtle Beach (TBCH) board on March 13, 2024 in connection with the Company’s acquisition of Performance Designed Products (PDP). He is a Senior Operating Partner at Diversis Capital, whose affiliate DC VGA LLC owns 17.1% of TBCH. He is not considered an independent director by the Board. He previously served as COO/CFO of PDP and as CEO of Rand McNally, ArrowStream, Fusion Logistics, and Blue Software, and holds an MBA (with honors) from the University of Chicago Booth School and a BA (cum laude) in Economics from Pomona College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PDP (Performance Designed Products) | COO and CFO | Not disclosed | Executive leadership at a major gaming accessory brand acquired by TBCH in 2024 |
| Rand McNally | Chief Executive Officer | Not disclosed | Led private equity–backed business |
| ArrowStream | Chief Executive Officer | Not disclosed | PE-backed operator experience |
| Fusion Logistics | Chief Executive Officer | Not disclosed | PE-backed operator experience |
| Blue Software | Chief Executive Officer | Not disclosed | PE-backed operator experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversis Capital | Senior Operating Partner | Current | Affiliated with 17.1% TBCH holder DC VGA LLC |
| Fusion Logistics | Board member | Current | Governance role at portfolio company |
| PureCars Technologies Holdings, LLC | Board member | Current | Governance role |
| Inductive Health Informatics, LLC | Board member | Current | Governance role |
| Blackbox Intelligence Holdings, LLC | Board member | Current | Governance role |
| WorldApp Inc. | Board member | Current | Governance role |
Board Governance
- Independence status: Not independent under Nasdaq standards (explicitly excluded from the list of independent directors; footnote confirms non-independence and that he receives no director pay) .
- Committee assignments: None disclosed; current committee rosters do not include Muscatel (Audit: Scherping, Ballard, Wolfe; Compensation: Bush, Sze, Wyatt; Nominating/Governance: Sze, Scherping, Wolfe, Jimenez; Value Enhancement: Jimenez, Wyatt, Wolfe) .
- Attendance: Board held 15 meetings in 2024; each then‑serving incumbent director attended at least 75% of board and applicable committee meetings (Muscatel had no committee assignments) .
- Years of service: Director since March 13, 2024 .
- Board engagement context: Value Enhancement Committee (not including Muscatel) met 89 times in 2024, indicating elevated strategic activity (e.g., PDP acquisition) .
Fixed Compensation
| Element | TBCH Director Framework (2024) | David Muscatel – Actual 2024 |
|---|---|---|
| Annual cash retainer (non-Chair) | $50,000 | $0 (not independent; no director pay) |
| Chair of the Board retainer | $40,000 | N/A |
| Audit Chair / Member | $20,000 / $10,000 | N/A |
| Compensation Chair / Member | $15,000 / $7,500 | N/A |
| Nominating & Governance Chair / Member | $15,000 / $7,500 | N/A |
| Value Enhancement Chair / Member | $20,000 / $10,000 | N/A |
| Meeting fees | None | N/A |
| 2024 Fees Earned (cash) | — | $0 |
Notes: TBCH reimburses travel expenses for directors. Muscatel does not receive cash or equity compensation for board service, other than expense reimbursement, due to non‑independent status .
Performance Compensation
| Element | TBCH Director Framework (2024) | David Muscatel – Actual 2024 |
|---|---|---|
| Annual equity for non‑employee directors | ~$120,000 restricted stock, vests at 1 year | $0 (no equity grants) |
| One‑time VEC awards (2024 specific) | $50,000 RS for Chair; $30,000 RS for members (Jimenez, Wolfe, Wyatt) | N/A |
Other Directorships & Interlocks
| Relationship | Details | Governance Implication |
|---|---|---|
| Diversis Capital / DC VGA LLC | DC VGA LLC (affiliates of Diversis) owns 3,450,000 TBCH shares (17.1%). Stockholder Agreement grants two demand registration rights (post 9‑month lock‑up), piggyback rights, and right to designate one board candidate while holding ≥10%; Muscatel was the first designee. Diversis agreed to vote for Company nominees and refrain from opposition solicitations . | Significant influence of a large shareholder and potential alignment with Diversis priorities; Muscatel’s seat is tied to Diversis’ designation right. |
| PDP acquisition | TBCH acquired PDP for ~$118M, including 3.45M TBCH shares and ~$79.9M cash; Muscatel previously served as PDP COO/CFO . | Creates related‑party sensitivities and integration oversight considerations. |
| Donerail Cooperation Agreement (context) | Separate from Diversis, Donerail has rights to designate replacement directors and is under standstill/voting terms; Wyatt (Donerail) chairs Compensation Committee . | Multiple shareholder influence vectors on board composition and committees (contextual, not specific to Muscatel). |
Expertise & Qualifications
- Nearly two decades operating private‑equity‑backed companies; CEO roles at Rand McNally, ArrowStream, Fusion Logistics, Blue Software; former PDP COO/CFO .
- Senior Operating Partner at Diversis Capital, provider of operating and M&A expertise .
- Education: MBA with honors (Chicago Booth); BA Economics, cum laude (Pomona) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (direct/indirect) | 0 shares; “<1%” of outstanding |
| Company shares outstanding (reference) | 20,116,989 (as of April 11, 2025) |
| Options/derivatives | None disclosed for Muscatel (options footnotes apply to other directors) |
| Shares pledged | Company policy prohibits pledging/hedging by directors |
| Director stock ownership guideline | Non‑employee directors: 3x annual cash retainer within 5 years; assessed over time |
Note: Muscatel had zero beneficially owned shares as of the record date, but his prior ownership interest in the PDP seller may entitle him to a portion of proceeds from the 3.45M TBCH shares issued as acquisition consideration (estimated at ~$1.54M at closing), separate from TBCH director equity. He also received ~$1.46M in cash at closing and ~$97.7K from post‑closing adjustments .
Related Party Transactions
| Date/Period | Counterparty | Nature | Amount/Terms |
|---|---|---|---|
| March 13, 2024 (closing) | TBCH, FSAR/PDP Seller | TBCH acquired PDP for ~$118M (3.45M TBCH shares + ~$79.9M cash) | — |
| At closing | To Muscatel | Cash consideration received at close | ~$1,458,357 |
| Post‑closing adjustments | To Muscatel | Net working capital adjustment | $97,695 |
| Post‑closing (subject to lock‑up) | Diversis Stockholder | Two demand registration rights; piggyback rights; 9‑month lock‑up | Rights granted |
| Ongoing | Diversis Stockholder | Right to designate one board candidate while holding ≥10% (Muscatel designated) | Governance right |
Audit Committee reviews/approves related‑party transactions under its charter; policy requires arm’s‑length terms and considers the related party’s interest in the transaction .
Governance Assessment
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Strengths
- Deep operating experience in gaming accessories (ex‑PDP COO/CFO) and PE‑backed turnarounds, relevant for post‑merger integration and value realization .
- Board‑level attendance meets minimum standard (≥75% for then‑serving directors); Board held frequent meetings in 2024, and the Value Enhancement Committee met 89 times, signaling active oversight of strategic alternatives and integration (though Muscatel is not on VEC) .
-
Concerns / RED FLAGS
- Not independent; designated by a 17.1% shareholder with special rights, raising potential conflict and minority‑shareholder representation concerns .
- Material personal proceeds from the PDP transaction (cash and potential share‑based consideration), necessitating careful recusal/oversight on PDP‑related matters to manage conflicts .
- No committee assignments; absence from Audit/Comp/NomGov can limit direct influence on key governance levers (though also reduces conflict exposure) .
-
Alignment signals
- Receives no TBCH director cash or equity compensation; alignment may instead be via Diversis’ large equity stake (designation right tied to maintaining ≥10% ownership) .
- Anti‑hedging/pledging policy for directors supports alignment with long‑term shareholder value .
- 2024 Say‑on‑Pay passed with ~89.2% support, indicating broader investor confidence in pay design (context) .
Overall implication: Muscatel brings valuable operating/sector expertise and sponsor perspectives but presents elevated related‑party and independence risks due to his designation by, and role with, a major shareholder and his direct financial participation in the PDP transaction. Continued transparent disclosure, robust recusal practices, and Audit Committee oversight of related‑party matters are critical mitigants .