William Wyatt
About William Wyatt
William Wyatt (age 41) serves as an independent director of Turtle Beach Corporation (TBCH) since May 2023; he is Chair of the Compensation Committee and a member of the Value Enhancement Committee (VEC). He is Managing Partner of The Donerail Group LP (since August 2018) and previously held senior investment roles at Starboard Value LP, Empyrean Capital, Magnetar Capital, and Goldman Sachs; education details were not disclosed. The Board has determined Wyatt is independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Donerail Group LP | Managing Partner | Since Aug 2018 | Activist/event-driven investor background; informs compensation governance rigor |
| Starboard Value LP | Portfolio Manager; Head of Event Driven Investments | From Mar 2015 (end date not disclosed) | Event-driven investments expertise |
| Empyrean Capital; Magnetar Capital; Goldman Sachs | Investment and leadership roles | Not disclosed | Capital markets and investment expertise |
External Roles
- No other public company directorships disclosed for Wyatt.
- Compensation Committee interlocks: none; no interlocking relationships with other issuers in 2024.
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Value Enhancement Committee.
- Independence: Board determined Wyatt is “independent” per Nasdaq.
- Board and committee activity: Board met 15 times in 2024; Compensation Committee met 12 times; VEC met 89 times.
- Attendance: Each then-serving incumbent director attended at least 75% of Board and applicable committee meetings in 2024; all then-serving directors attended the 2024 annual meeting virtually.
- Governance policies: anti-hedging and pledging policy prohibits hedging, short sales, derivatives, and pledging by directors; conflicts policy requires Audit Committee review of related-party transactions.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees | $71,774 | Reflects annual retainer plus committee roles in 2024 |
| Standard Annual Cash Retainer (non-Chair) | $50,000 | Set program schedule |
| Chair of Compensation Committee | $15,000 | Annual supplemental fee |
| VEC Member | $10,000 | Annual supplemental fee |
| Other standard fees (schedule) | See schedule | Audit Chair $20k; Audit member $10k; N&G Chair $15k; N&G member $7.5k; Board Chair $40k |
Performance Compensation
| Equity Grants | Grant Date | Grant Type | Grant Value | Vesting |
|---|---|---|---|---|
| Annual director grant | Apr 1, 2024 | Restricted stock | $149,984 | Vests on first anniversary |
| One-time VEC contribution grant | May 3, 2024 | Restricted stock | $30,000 (value approved) | Vests on first anniversary |
- Director equity is time-based; no performance metrics tied to director awards were disclosed.
- Under Wyatt’s Compensation Committee oversight, executive incentive metrics emphasized pay-for-performance:
- Annual Bonus: Net revenue (20%), Adjusted EBITDA (65%), shared strategic goals (headset share 10%, controller share 5%); payout range 0–150%.
- 2024 PSUs: 50% stock price goal (0–200% payout); 50% Adjusted EBITDA goal (0–150% payout); measured over 13 and 12 months respectively; earned shares vest over three years.
| 2024 Executive Incentive Metrics | Threshold | Target | Maximum |
|---|---|---|---|
| Net Revenue (20% weight) | $351.0M; 90%; 65% payout | $390.6M; 100%; 100% payout | $468.7M; 120%; 150% payout |
| Adjusted EBITDA (65% weight) | $46.2M; 80%; 50% payout | $57.75M; 100%; 100% payout | $72.2M; 125%; 150% payout |
| Headset Share (10% weight) | <10 bps increase: 0% | 10–199 bps: 100% | ≥400 bps: 150% |
| Controller Share (5% weight) | <300 bps: 0% | 300–499 bps: 100% | ≥700 bps: 150% |
| PSU Stock Price (50% of PSUs) | $16.76 (75%): 50% payout | $22.35 (100%): 100% payout | $27.94 (125%): 200% payout |
| PSU Adjusted EBITDA (50% of PSUs) | $54.0M (80%): 50% payout | $67.5M (100%): 100% payout | $84.4M (125%): 150% payout |
Other Directorships & Interlocks
| Entity | Role | Notes |
|---|---|---|
| None disclosed | — | Proxy does not list other public company boards for Wyatt. |
| Compensation Committee Interlocks | None | Company disclosed no interlocking relationships in 2024. |
Expertise & Qualifications
- Extensive business and investment expertise; event-driven and capital markets experience; executive-level background.
- The Board’s skills matrix highlights capital markets/investment management and M&A experience among nominees.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| William Wyatt | 111,536 | <1% | Addressed under SEC beneficial ownership rules |
| Unvested restricted stock at 12/31/2024 | 6,988 (Apr 1, 2024 grant); 1,992 (May 3, 2024 VEC grant) | — | Subject to time-based vesting |
- Anti-hedging and anti-pledging: company policy prohibits hedging and pledging by directors.
- Director stock ownership guidelines: non-employee directors must hold shares/vested awards equal to 3× annual cash retainer within five years; compliance status for Wyatt not disclosed.
Governance Assessment
-
Strengths:
- Independent director and Compensation Committee Chair; comp program tightened in 2024 (higher PSU weighting, capped payouts), aligning with shareholder feedback and pay-for-performance.
- Robust anti-hedging/pledging and clawback frameworks; mandatory clawback compliant with Rule 10D‑1 and NASDAQ, plus discretionary clawback extended in April 2025.
- Active oversight: VEC convened 89 times in 2024 to evaluate value creation and strategic options; indicates high engagement.
-
Potential red flags or watch items:
- Donerail Cooperation Agreement grants ongoing influence on Board composition and voting; Wyatt’s leadership at Donerail could present perceived conflicts, though Board deems him independent and related-party transactions are subject to Audit Committee review.
- VEC mandate includes exploring a potential sale; monitor alignment of director incentives with long-term holders amid strategic transaction evaluation.
- One-time equity awards for VEC contributions increase director equity beyond standard annual grants; ensure adherence to overall director compensation caps and governance best practices.
-
Shareholder signals:
- 2024 Say‑on‑Pay support at ~89.2%, indicating investor approval of compensation direction; Board recommends annual Say‑on‑Pay frequency.
Compensation Committee Analysis (under Wyatt’s chairmanship)
| Topic | 2024/2025 Practice | Details |
|---|---|---|
| Peer group methodology | Consumer-related tech peers; U.S. listed; revenue 0.5×–2.5×; market cap 0.25×–4.0× | 2024 peer set refreshed (e.g., Corsair, GoPro); 2025 added NETGEAR, Ooma; TBCH at 39th percentile revenue, 54th percentile market cap at approval. |
| Program changes | Increased PSU weight to 70%; bonus cap reduced to 150% | Bonus metrics: GAAP net revenue and Adjusted EBITDA plus market share goals; PSUs tied to stock price and Adjusted EBITDA. |
| Clawbacks | Mandatory and discretionary | 10D‑1 compliant policy (Dec 2023); extended discretionary clawback (Apr 2025). |
Related Party & Conflicts
- Donerail Cooperation Agreement: voting alignment with Board recommendations except extraordinary transactions; standstill restrictions; replacement rights tied to ownership thresholds.
- DC VGA LLC (Diversis) stockholder agreement post-PDP acquisition: Board designation rights while holding ≥10% and registration rights; Muscatel designated by Diversis (not independent).
- Policy: Audit Committee reviews any related-party transactions; none involving Wyatt were disclosed.
Risk Indicators & Red Flags
- Legal proceedings: none current or past 10 years material to directors’ ability/integrity.
- Hedging/pledging: prohibited.
- Option repricing: prohibited without stockholder approval under 2023 Stock Plan.
- Tax gross-ups: not provided for perquisites or change-in-control.
- Section 16 filings: no delinquency disclosed for Wyatt; one late Form 4 noted for CEO Keirn.
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Result | Notes |
|---|---|---|
| 2024 | ~89.2% approval | Committee maintained similar program for 2025 given support. |
Other Notes
- Anti-hedging and securities trading policy filed with 2024 Form 10‑K; prohibits puts/calls/derivatives and hedging transactions for directors.
- Director compensation caps and ownership guidelines in place; annual director equity ~$120k; Board Chair and total compensation limits specified.