Julia Sze
About Julia W. Sze
Independent director since December 2022 (age 58). She is Chair of Turtle Beach’s Nominating & Governance Committee and a member of the Compensation Committee. A CFA charterholder with 30+ years in financial services as a global portfolio manager, hedge fund manager, and CIO, and professional faculty at UC Berkeley Haas (impact investing and portfolio management). The Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amalgamated Bank Foundation | Director | Apr 2019 – Aug 2021 | Not-for-profit board service |
| Laird Norton Wealth Management | Director | May 2022 – Jul 2024 | Wealth management board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cavco Industries Inc. (NASDAQ: CVCO) | Director | Current | Audit and Compensation Committees |
| Tern Bicycles | Director | Current | Board service |
| UC Berkeley Haas School of Business | Professional Faculty | Current | Teaches impact investing and portfolio management |
Board Governance
- Committee assignments and roles: Chair, Nominating & Governance Committee (oversight includes board composition, evaluations, succession planning, and ESG); Member, Compensation Committee. The N&G Committee met 7 times in 2024; the Compensation Committee met 12 times in 2024.
- Independence and attendance: The Board determined Sze is independent under Nasdaq standards. The Board held 15 meetings in 2024; each then‑serving director attended at least 75% of Board and committee meetings, with regular executive sessions of non‑management directors.
- Board leadership and structure: Independent Chairman (Terry Jimenez). No Lead Independent Director (N/A).
- ESG oversight: N&G Committee (chaired by Sze) has formal oversight of ESG practices and management’s ESG committee reporting.
- Trading and alignment policies: Anti‑hedging and pledging policy and broader securities trading policy prohibit directors from pledging or hedging company stock and from short sales/derivatives.
Fixed Compensation (Director fees – 2024)
| Component | Amount ($) | Source/Notes |
|---|---|---|
| Cash fees (total) | 72,500 | Reported for Sze in 2024 Director Compensation Table |
| – Annual director retainer | 50,000 | Standard non‑employee annual retainer |
| – Nominating & Governance Chair retainer | 15,000 | Committee chair supplemental fee |
| – Compensation Committee member retainer | 7,500 | Committee member supplemental fee |
| Meeting fees | 0 | Company does not pay meeting fees |
Performance Compensation (Director equity – 2024)
| Award Type | Grant Date | Shares/Units | Grant‑Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual grant) | 2024-04-01 | 6,988 | 119,984 | Vests on first anniversary of grant date |
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| External public board | Cavco Industries Inc. (Audit and Compensation Committees) |
| Investor influence agreements | Donerail Cooperation Agreement includes rights to designate replacement directors (subject to ownership thresholds) and standstill provisions; Elizabeth B. Bush (Compensation Committee member with Sze) was appointed as a Donerail‑recommended replacement in 2024. |
| Significant shareholder/board designee | DC VGA LLC (Diversis) received 3.45M TBCH shares in the PDP acquisition and has the right to designate one board candidate while holding ≥10% (David Muscatel is the current designee). |
Expertise & Qualifications
- Capital markets and governance: 30+ years as global portfolio manager/hedge fund manager/CIO; recognized for improving corporate governance standards; expertise in international capital markets and ESG best practices.
- Academic credentials: Professional faculty at UC Berkeley Haas (impact investing, portfolio management).
- Credential: CFA charterholder.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Julia W. Sze | 37,061 | <1% | As of April 11, 2025 |
| Director ownership guideline | 3× annual cash retainer | — | Non‑employee directors must reach 3× retainer within 5 years |
| Hedging/pledging | Prohibited | — | Anti‑hedging and pledging policy applies to directors |
Governance Assessment
-
Strengths
- Independent director with deep capital markets, governance, and ESG expertise; chairs N&G and serves on Compensation—key levers for board composition, evaluations, succession planning, ESG oversight, and pay alignment.
- Strong director pay structure and alignment: mix of cash and one‑year vesting restricted stock; stock ownership guideline of 3× retainer; anti‑hedging/pledging policy supports alignment.
- Board engagement: 2024 cadence shows active governance (Board met 15 times; each director met ≥75% attendance; regular executive sessions).
- Compensation governance: Comp Committee composed of independent directors, uses an independent advisor (Compensia), and reported no interlocks in 2024.
- Shareholder support signal: Prior year Say‑on‑Pay passed with 89.2% approval.
-
Potential considerations/flags to monitor
- Shareholder influence dynamics: Donerail Cooperation Agreement (replacement rights and standstill) and Diversis (DC VGA) board‑designation right via PDP transaction concentrate influence in two significant holders—N&G (chaired by Sze) will be central to maintaining independence and balanced composition.
- Value Enhancement Committee activity (89 meetings in 2024) underscores ongoing strategic review; while Sze is not on VEC, N&G oversight of governance/ESG and board evaluations remains important amid potential transactions.
No related‑party transactions are disclosed for Sze; the Audit Committee reviews and must approve any related‑party transactions under the company’s policy.
No individual director‑specific attendance percentage beyond the ≥75% threshold is disclosed; Board‑wide attendance met policy expectations.
Notes on Director Compensation Structure (context)
- 2024 non‑employee director pay: $50,000 annual cash retainer plus committee retainers; annual restricted stock grant ~ $120,000 grant‑date value (one‑year vest). No meeting fees.
- Sze’s 2024 totals: $72,500 cash; $119,984 stock awards; total $192,484.
Insider Trades
- The proxy’s Section 16(a) compliance disclosure only notes a late Form 4 for the CEO (not Sze) and does not include director‑level Form 4 transaction details. For current transactions, refer to Forms 3/4/5 on EDGAR.