Katherine Scherping
About Katherine L. Scherping
Katherine L. Scherping, CPA, CGMA, age 65, has served as an independent director of Turtle Beach (TBCH) since May 2022; she chairs the Audit Committee and sits on the Nominating & Governance Committee . The Board has determined she is independent under Nasdaq rules and designated her as an “audit committee financial expert” per Item 407(d)(5) of Regulation S‑K . She is CEO of KLS Advisors (since October 2011) and previously held CFO roles at National CineMedia (2016–2020), Quiznos/QCE (including Interim CEO in 2016 and CFO 2013–2016), Red Robin Gourmet Burgers, and Tanning Technology; she also chaired the Audit Committee at Papa Murphy’s (2017–2019) and holds a B.S. in Accounting from Northern Illinois University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KLS Advisors, Inc. | Chief Executive Officer | Oct 2011–present | Financial and executive leadership advisory firm |
| National CineMedia, Inc. (NCMI) | Chief Financial Officer | Aug 2016–Mar 2020 | Led finance for U.S. cinema advertising network |
| QCE, LLC (Quiznos Subs) | Interim CEO; CFO | Interim CEO 2016; CFO Dec 2013–Jul 2016 | Turnaround/restaurant franchisor finance leadership |
| Red Robin Gourmet Burgers, Inc. (RRGB) | Chief Financial Officer | Prior period (not dated in proxy) | Public company finance leadership |
| Tanning Technology Corporation (formerly TANN) | Chief Financial Officer | Prior period (not dated in proxy) | IT services finance leadership |
| Papa Murphy’s Holdings, Inc. (FRSH) | Director; Audit Chair; N&G member | Feb 2017–May 2019 | Chaired audit; governance oversight |
External Roles
| Organization | Type | Role | Tenure | Committees |
|---|---|---|---|---|
| RE/MAX Holdings, Inc. (RMAX) | Public | Director | Since Dec 2022 | Audit Committee Chair; Finance & Investment Committee member |
| Papa Murphy’s Holdings, Inc. (FRSH) | Public (prior) | Director | Feb 2017–May 2019 | Audit Committee Chair; Nominating & Governance member |
Board Governance
| Body/Committee | Role | 2024 Meetings | Independence | Notable Governance Details |
|---|---|---|---|---|
| Board of Directors | Director | 15 | Independent | Each then‑serving director attended ≥75% of Board and committee meetings in 2024; regular executive sessions; directors attended the 2024 annual meeting virtually |
| Audit Committee | Chair | 4 | Committee members independent | Scherping deemed “audit committee financial expert”; new member to replace Ballard after the 2025 Annual Meeting |
| Nominating & Governance Committee | Member | 7 | Committee members independent | Sze serves as Chair; committee oversees ESG, board composition, succession, and annual board self‑evaluation |
- Independence: Board determined Scherping is independent under Nasdaq standards .
- Expertise: Recognized as audit committee financial expert; extensive CFO experience across multiple public companies .
- Attendance: Policy to meet quarterly; 15 Board meetings in 2024; all then‑serving directors met ≥75% attendance thresholds .
Fixed Compensation
| Pay Element (2024) | Amount |
|---|---|
| Annual Cash Retainer (non‑Chair) | $50,000 |
| Audit Committee – Chair | $20,000 |
| Nominating & Governance – Member | $7,500 |
| Meeting Fees | None (no attendance fees) |
| One‑time special committee retainers (if serving) | Value Enhancement: Chair $20,000; Member $10,000 (not applicable to Scherping in 2024) |
| Katherine L. Scherping – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $78,508 |
| Stock Awards (Grant Date Fair Value) | $119,984 |
| Total | $198,492 |
- Ownership guidelines: Non‑employee directors must hold shares/vested awards equal to 3× the annual cash retainer within 5 years of appointment/adoption .
- Annual equity grant for directors: ~$120,000 grant date fair value; vests on the first anniversary of grant date .
Performance Compensation
| Equity Award Feature | Details |
|---|---|
| Annual Director Equity Type | Restricted stock (time‑based vesting) |
| 2024 Grant to Scherping | 6,988 restricted shares granted April 1, 2024; reported outstanding as of Dec 31, 2024 |
| Vesting | Annual director grants vest on the first anniversary of grant date (time‑based; no performance metrics) |
- Note: TBCH director equity is time‑based restricted stock, not performance‑vested PSUs; no performance metrics disclosed for director equity .
Other Directorships & Interlocks
| Company | Relationship to TBCH | Interlock/Conflict Noted |
|---|---|---|
| RE/MAX Holdings (RMAX) | Unrelated industry (real estate brokerage/franchising) | No related‑party transactions disclosed involving Scherping in TBCH proxy; Audit Committee reviews and must approve any related party transactions |
| Papa Murphy’s (FRSH) | Prior directorship (pizza franchising) | No ongoing transactions disclosed at TBCH |
Expertise & Qualifications
- CPA, CGMA; B.S. in Accounting (Northern Illinois University) .
- 38+ years of finance, accounting, and managerial experience across public and private companies; multiple CFO tenures; international hospitality and consumer industry exposure .
- Audit committee financial expert designation; deep audit, reporting, and controls oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially Owned Shares (as of Apr 11, 2025) | 34,465 |
| Percent of Shares Outstanding | <1% (based on 20,116,989 shares outstanding) |
| Restricted Stock Outstanding (as of Dec 31, 2024) | 6,988 shares (granted Apr 1, 2024) |
| Hedging | Prohibited for directors under Securities Trading Policy |
| Pledging/Margin | Pledging/margin accounts require advance written approval; publicly traded options transactions prohibited for directors |
| Ownership Guidelines | 3× annual cash retainer; 5 years to achieve; compliance status not disclosed in proxy |
Governance Assessment
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Strengths: Independent director; Audit Committee Chair; designated financial expert; consistent engagement (Board 15 meetings; Audit 4; N&G 7) and Board‑level executive sessions; anti‑hedging policy with restricted pledging supports alignment .
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Incentives: Balanced mix of fixed cash retainer plus time‑vested restricted stock; annual director equity ~$120k with one‑year vest promotes near‑term alignment without performance metric risk for directors .
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Ownership: Beneficial ownership of 34,465 shares (<1%); annual grants accrue alignment over time; explicit stock ownership guideline (3× retainer) reinforces skin‑in‑the‑game, though individual compliance status not disclosed .
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Oversight continuity: Audit Committee planning an addition to replace Ballard post‑annual meeting; Scherping’s ongoing chair role should sustain audit oversight continuity .
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Conflicts/Interlocks: No related‑party transactions involving directors disclosed; Audit Committee reviews any such transactions under policy; external board at RMAX is in a distinct sector, lowering operational interlock risk .
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RED FLAGS: None identified specific to Scherping in the 2025 proxy; no attendance shortfalls (≥75% Board/committee attendance across then‑serving directors), no hedging activity permitted, and no related‑party transactions disclosed involving her .