Megan Wynne
About Megan Wynne
Megan S. Wynne, age 56, serves as General Counsel (since 2016) and Corporate Secretary (since 2024) of Turtle Beach Corporation (TBCH). She previously was VP, Legal & Licensing beginning in 2014, holds a JD from Boston College Law School and a BA from Johns Hopkins University, and has extensive litigation and in‑house counsel experience . Company performance metrics tied to executive pay include Adjusted EBITDA and stock price appreciation; for 2024, revenue growth reached 32% and Adjusted EBITDA margin was 15.1%, triggering maximum PSU payouts, and the 2024 Say‑on‑Pay approval was ~89.2%—context for compensation alignment and governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Turtle Beach Corporation | VP, Legal & Licensing | 2014–2016 | Led licensing and legal matters; foundational internal counsel role before elevation to GC |
| Turtle Beach Corporation | General Counsel | 2016–present | Principal legal officer overseeing litigation, governance, and transactions |
| Turtle Beach Corporation | Corporate Secretary | 2024–present | Board/meeting governance, shareholder communications oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| I‑Flow, LLC (Kimberly‑Clark Health Care) | In‑house Counsel | ~5 years | Oversaw all litigation; advisory on legal matters for healthcare subsidiary |
| Morris Polich & Purdy LLP (CA law firm) | Litigation Associate → Partner | ~13 years | Complex litigation practice; progressed to partner role |
Fixed Compensation
- Base salary, target bonus %, and actual bonus for Ms. Wynne are not disclosed in the 2025 proxy; TBCH’s Named Executive Officers in 2024 were CEO/CFO, whose severance/change‑in‑control terms are detailed, but no individual cash compensation elements for the General Counsel are provided .
Performance Compensation
Equity Awards (RSUs and Options) – Outstanding and Vesting
| Award Type | Grant Date | Shares/Units | Vesting Schedule | Status | Strike | Expiration |
|---|---|---|---|---|---|---|
| RSU | Prior award set | 3,750 | Equal annual installments to Apr 1, 2025 | Unvested as of 02/28/2025 | — | — |
| RSU | Prior award set | 9,000 | Equal annual installments to Apr 1, 2026 | Unvested as of 02/28/2025 | — | — |
| RSU | Prior award set | 18,375 | Equal annual installments to Apr 1, 2027 | Unvested as of 02/28/2025 | — | — |
| RSU | Prior award set | 6,988 | Equal annual installments to Apr 1, 2028 | Unvested as of 02/28/2025 | — | — |
| Stock Options | Nov 13, 2017 | 3,106 | Fully exercisable | Exercisable | $2.04 | Nov 13, 2027 |
| Stock Options | Apr 11, 2018 | 4,551 | Fully exercisable | Exercisable | $3.12 | Apr 11, 2028 |
| Stock Options | Apr 1, 2019 | 18,209 | Fully exercisable | Exercisable | $12.10 | Apr 1, 2029 |
| Stock Options | Apr 1, 2020 | 31,875 | Fully exercisable | Exercisable | $5.95 | Apr 1, 2030 |
Notes: • All options were exercisable as of the Form 3 filing; RSUs vest annually as indicated .
Company PSU Design (2024 grant) – Metrics, Targets, and Payouts
| Metric | Weighting | Target | Actual FY2024 | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Stock Price PSU (30‑day VWAP, grant to May 9, 2025) | 50% | Threshold $16.76 (75% payout); Target $22.35 (100%); Max $27.94 (200%) | Evaluated at May 9, 2025 close | 0–200% linear scale | 1/3 at certification; then annual on 2nd/3rd anniversaries |
| Adjusted EBITDA PSU (Q2’24–Q1’25 window) | 50% | Threshold $54.0M (80% payout); Target $67.5M (100%); Max $84.4M (150%) | 2024 AEBITDA margin 15.1% exceeded max design for 2023 series; 2024 program follows specified levels | 0–150% linear scale | 1/3 at certification; then annual on 2nd/3rd anniversaries |
In March 2025, the Compensation Committee certified 2024 Market Growth and Adjusted EBITDA Margin results for the 2023 PSU awards: revenue growth of 32% (> market +6%) and Adjusted EBITDA margin of 15.1% (>10%) yielded 200% payouts for those tranches .
Equity Ownership & Alignment
| Item | Amount | Detail/Status |
|---|---|---|
| Total beneficial ownership | 118,682 shares | As of April 11, 2025; includes 57,741 options exercisable within 60 days; <1% of outstanding |
| Common stock directly owned | 46,469 shares | As of Form 3 dated 02/28/2025 |
| Options – exercisable | 57,741 | Included in beneficial ownership within 60 days |
| RSUs – unvested | 3,750; 9,000; 18,375; 6,988 | Annual vest schedules through Apr 1, 2028 |
| Hedging/Pledging | Prohibited | Company Securities Trading Policy prohibits hedging and pledging, except limited pre‑approved circumstances |
| Ownership guidelines | CEO/director guidelines disclosed | CEO: 3x salary within five years; non‑employee directors: 3x annual cash retainer; no GC guideline disclosed |
Communications: Corporate Secretary point of contact for Board communications is Megan Wynne .
Employment Terms
- Employment start and tenure: VP Legal & Licensing (2014), General Counsel (2016–present), Corporate Secretary (2024–present) .
- Change‑in‑control/severance: TBCH uses double‑trigger arrangements; specific severance economics disclosed for CEO/CFO, not for General Counsel .
- Clawback: TBCH maintains a Compensation Recoupment (“clawback”) Policy; executive agreements acknowledge ongoing applicability .
- Securities Trading Policy: Company‑wide prohibition on hedging and pledging of equity securities, and restrictions on derivative transactions .
- Governance role: As Corporate Secretary, she facilitates shareholder and Board communications (address and process set out in proxy) .
Investment Implications
- Alignment and selling pressure: A meaningful equity/option position with fully exercisable options and RSU tranches vesting through 2028 suggests steady potential supply from scheduled vesting but mitigated by Company hedging/pledging prohibitions and clawback policy .
- Pay‑for‑performance framework: Company PSU designs emphasize stock price appreciation and Adjusted EBITDA, with demonstrated maximum payouts on 2024 performance—linking executive equity value realizations to core financial outcomes; although GC cash pay terms are not disclosed, her equity holdings and vesting tie her interests to long‑term performance .
- Retention/transition risk: Absence of disclosed individual severance/change‑in‑control terms for GC contrasts with detailed CEO/CFO arrangements, which may imply lower guaranteed separation economics for the GC relative to NEOs; continued tenure since 2016 and Corporate Secretary role indicate institutional continuity .
- Governance and compliance signal: Formal Trading Policy and clawback provisions, plus Wynne’s execution role on SEC filings (e.g., Form SD), support a robust compliance posture—reducing governance red flags related to hedging/pledging or recoupment gaps .