Terry Jimenez
About Terry Jimenez
Terry Jimenez (age 53) is Chairman of the Board at Turtle Beach Corporation (TBCH), serving as an independent director since October 2022 and Chair since May 1, 2023. He chairs the Value Enhancement Committee and sits on the Nominating & Governance Committee. Jimenez holds an MBA from Northwestern University’s Kellogg School and a B.S. in Accounting from Northern Illinois University, with prior CEO/CFO experience at Tribune Publishing and senior roles at IBM and McDonald’s .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tribune Publishing Company | CEO, President; prior CFO | CEO Feb 2020–May 2021; CFO Apr 2016–Feb 2020 | Led diversified media company (~$1B revenue); executive leadership, capital allocation |
| IBM Global Business Services | Partner | Prior to Tribune (dates not specified) | Executed large transactions across multiple countries |
| McDonald’s Corporation | Finance, strategy, leadership roles | Earlier career (dates not specified) | Broad finance/ops experience |
| G/O Media | Consultant | Nov 2021–Mar 2023 | Advisory/consulting |
| Salad and Go | Senior Advisor | Oct 2022–Jul 2023 | Advisory role |
| BestReviews | Chairman of the Board (former) | Not specified | Board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ronald McDonald House Charities of Chicagoland/NW Indiana | Board member; Audit Committee Chair; Treasurer | Current | Non-profit governance and audit leadership |
| Northern Illinois University College of Business | Board member | Current | Academic board service |
| Northern Illinois University (Adjunct) | Adjunct Professor (Accountancy, EMBA) | Current | Teaches in Naperville, IL and Bogota, Colombia |
| Cavco Industries Inc.; Tern Bicycles; etc. | Not applicable to Jimenez | N/A | These pertain to other TBCH directors, not Jimenez |
Board Governance
- Roles and Independence: Chairman of the Board; independent per Nasdaq; committee roles include Value Enhancement (Chair) and Nominating & Governance (Member) .
- Board Attendance and Process: Board met 15 times in 2024; all then-serving directors attended at least 75% of Board and applicable committee meetings; regular executive sessions of non-management directors held .
- ESG and Risk Oversight: Nominating & Governance oversees ESG; Audit oversees financial controls and related-party reviews; Board has cybersecurity oversight; three directors have cybersecurity experience .
- Lead Independent Director: No designated Lead Independent Director; compensation schedule shows N/A for that role .
- Anti-Hedging/Pledging: Company prohibits directors from hedging or pledging TBCH securities (limited exceptions require advance written approval) .
Fixed Compensation
| Element | 2024 Amount | Details |
|---|---|---|
| Cash Fees (2024) | $117,500 | Annual retainer and committee chair/member fees per role; no meeting fees . |
| Stock Awards (Grant Date Value, 2024) | $169,984 | Restricted stock granted (annual and one-time VEC contribution awards) . |
| Restricted Shares Outstanding (as of Dec 31, 2024) | 6,988 + 3,320 shares | Annual grant on Apr 1, 2024 (6,988) and VEC contribution grant on May 3, 2024 (3,320) . |
| Director Compensation Structure | See schedule | Annual cash retainer $50,000; Chair of Board $40,000; VEC Chair $20,000; N&G Committee member $7,500; other committee rates as listed; annual equity ~$120,000; one-time VEC equity: $50,000 (Jimenez), $30,000 (Wolfe/Wyatt) . |
Performance Compensation
Directors are not on executive incentive plans; however, TBCH’s executive plans drive pay-for-performance alignment relevant to investor assessment.
| Metric | Threshold | Target | Maximum | Weight | 2024 Actual (for bonus calc) |
|---|---|---|---|---|---|
| Net Revenue ($) | $351.0M (90%) → 65% payout | $390.6M (100%) → 100% | $468.7M (120%) → 150% | 20% | $372.8M; payout per scale contributed to 83.06% total |
| Adjusted EBITDA ($) | $46.2M (80%) → 50% payout | $57.75M (100%) → 100% | $72.2M (125%) → 150% | 65% | $56.4M; payout per scale contributed to 83.06% total |
| Headset Share Growth (bps) | <10 bps → 0% | 10–199 bps → 100% | ≥400 bps → 150% | 10% | Not achieved; 0% |
| Controller Share Growth (bps) | <300 bps → 0% | 300–499 bps → 100% | ≥700 bps → 150% | 5% | Achieved target; paid at 100% |
Notes:
- Executive bonus cap reduced to 150% of target; payout for 2024 financial metrics was 83.06% of target, strategic share metrics mixed (headset not met; controller met) .
- PSU design (2024 awards) tied 50% to stock price (30-day VWAP target $22.35, 0–200% payout) and 50% to Adjusted EBITDA for Q2’24–Q1’25 (0–150% payout), with multi-year vesting .
Other Directorships & Interlocks
| Entity | Relationship/Right | Potential Governance Impact |
|---|---|---|
| The Donerail Group LP | Cooperation Agreement: standstill; voting alignment with Board recommendations except extraordinary transactions; rights to designate replacement directors if holding ≥2% . | |
| William Wyatt (Managing Partner, Donerail) | TBCH independent director; Chair Compensation; member Value Enhancement Committee | Investor influence via activist experience; committee leadership on pay . |
| DC VGA LLC (f/k/a PDP Holdings LLC) / Diversis Capital | Received 3.45M shares (17.1% outstanding) in PDP deal; nomination right to designate one Board candidate while holding ≥10% (designated Muscatel) . | |
| David Muscatel (Diversis Operating Partner) | TBCH director (non-independent); received cash and potential stock proceeds in PDP transaction | Related-party exposure; non-independent status; strategic licensing/M&A background . |
Expertise & Qualifications
- Executive leadership in media and technology; capital allocation, M&A; e-commerce/IT strategy; broad finance/operations .
- Board skills matrix shows breadth across executive leadership, financial/operations, M&A, capital markets; cybersecurity coverage at Board level (three directors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Terry Jimenez | 61,629 | <1% | As of April 11, 2025; director-level ownership guidelines require 3× annual cash retainer within 5 years; compliance status not explicitly disclosed . |
| Prohibited Activities | — | — | Anti-hedging and anti-pledging policies apply to directors . |
Governance Assessment
-
Strengths:
- Independent Chair with deep finance/operations background; active oversight via Value Enhancement Committee (met 89 times in 2024) .
- Clear conflicts policy; Audit Committee reviews related-party transactions; robust anti-hedging/pledging and clawback policies (mandatory and discretionary) .
- Pay-for-performance program centered on revenue, EBITDA, market share, and stock price metrics; strong 2024 say‑on‑pay support (89.2%) .
-
Watch items / red flags:
- Significant shareholder rights: Diversis (17.1%) with nomination rights and Donerail replacement rights can shape board composition; requires vigilant independence and committee oversight .
- Related-party exposure from PDP acquisition: director Muscatel received cash and potential stock proceeds; Muscatel is non‑independent; monitor transactions and committee independence .
- No Lead Independent Director; while Chair is independent, absence of a dedicated lead function may matter if Chair role becomes conflicted in strategic transactions .
-
Compliance/attendance signals:
- 2024 attendance ≥75% for all then‑serving directors; executive sessions held regularly; no delinquent Section 16 filings reported for Jimenez (one late Form 4 noted for Keirn) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~89.2% of votes cast supported NEO compensation; company indicates continued alignment of program with performance and shareholder input .
Related Party Transactions (Summary)
- PDP acquisition (March 13, 2024): consideration included 3.45M shares and ~$79.9M cash; Muscatel received ~$1.458M cash at closing plus ~$97,695 post‑closing adjustment and may receive a share of stock consideration proceeds; Diversis received registration and nomination rights .
Committee Assignments & Compensation Detail (Jimenez)
| Committee | Role | Cash Fee (2024) | Equity (2024) |
|---|---|---|---|
| Value Enhancement Committee | Chair | $20,000 (part of total $117,500) | One-time restricted stock valued $50,000 (granted May 3, 2024) . |
| Nominating & Governance Committee | Member | $7,500 (part of total $117,500) | Annual restricted stock (part of $169,984 total stock awards) . |
| Board (Chairman) | Chair | $40,000 (part of total $117,500) | Annual director grant; 6,988 shares on Apr 1, 2024 . |
Director compensation guidelines: Non‑employee directors must attain ownership equal to 3× annual cash retainer within five years; annual cash retainer $50,000; no meeting fees; annual equity grants vest in ~1 year .
Risk Indicators & Policies
- Clawbacks: Mandatory policy compliant with SEC/Nasdaq (Exhibit 97.1); discretionary clawback extends to time‑based equity if misconduct/restatement; adopted Dec 1, 2023 and Apr 15, 2025 .
- Securities Trading Policy: Prohibits hedging/derivatives; embeds compliance with insider trading laws and listing standards; filed with 10‑K as Exhibit 19.1 .
- Independence determinations: Jimenez and majority of board deemed independent under Nasdaq; conflicts policy bars directors from service with companies competing in audio/gaming accessories .
Notes on Company Performance Context
- 2024 results: Net revenue $372.8M; net income $16.2M; Adjusted EBITDA $56.4M; these informed incentive outcomes and governance oversight in 2024–2025 .