##### Table of Contents

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:

☐ | Preliminary Proxy Statement

☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ | Definitive Proxy Statement

☐ | Definitive Additional Materials

☐ | Soliciting Material under §240.14a-12

Turtle Beach Corporation
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):

☒ | No fee required.

☐ | Fee paid previously with preliminary materials.

☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

##### Table of Contents

William Wyatt Chair of the Board |  | Turtle Beach 2026 Stockholder Letter April 21, 2026 Dear Fellow Turtle Beach Stockholders: We are pleased to invite you to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Turtle Beach Corporation (“we,” us,” or “Turtle Beach”). Details regarding how to participate in the webcast of the Annual Meeting and the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. At the Annual Meeting, we will ask you to: (1) elect six director nominees named in the attached proxy statement to our Board of Directors (the “Board”); (2) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) approve, on a non-binding, advisory basis, the compensation of our named executive officers (“Say-on-Pay”); and (4) transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. At the Annual Meeting, which will be held virtually, you will be able to vote your shares electronically and submit your questions. The Board recommends that you vote “FOR” the election of William Wyatt, Libby B. Bush, Lee Haspel, Cris Keirn, Daniela Kelley and Julia W. Sze. Whether you intend to virtually attend the Annual Meeting or not, we hope you will vote as soon as possible. Thank you for being a stockholder of Turtle Beach. We believe the future is bright as we execute on our proven strategy to drive growth and build on our innovative expansion of gaming categories and products. We appreciate your continued partnership and support. Sincerely, /s/ William Wyatt William Wyatt Chair of the Board Turtle Beach Corporation

##### Table of Contents

|  | 15822 Bernardo Center Drive, Suite 105 San Diego, California 92127

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Virtual Meeting Only www.virtualshareholdermeeting.com/ TBCH2026 |  | Meeting on: Tuesday, June 2, 2026 |  | 9:00 A.M. PT |  | For Stockholders as of: Close of Business April 10, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Turtle Beach Corporation (“we,” “us,” or the “Company”), which will be held online at 9:00 a.m. Pacific Time on June 2, 2026. We will hold our Annual Meeting in a virtual meeting format only via the Internet (no in-person meeting). As a result, more stockholders will be able to participate without traveling. Stockholders will be able to listen, vote, and submit questions from any remote location with Internet connectivity. Information on how to participate in the Annual Meeting can be found on the first page of the accompanying proxy statement (the “Proxy Statement”). The Annual Meeting will be accessible at www.virtualshareholdermeeting.com/TBCH2026. At the Annual Meeting, we will ask you to:

1. |  | Vote to elect six members to the Board of Directors (the “Board”) to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified (Item 1);
2. |  | Vote to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Item 2); and
3. |  | Vote in a non-binding, advisory manner on the compensation of our named executive officers (“Named Executive Officers”) (Item 3 or “Say-on-Pay”).

We will also ask you to transact such other business that is properly brought in front of and presented at the Annual Meeting and any adjournments or postponements thereof.

Additional details regarding the Annual Meeting, the business to be conducted, and information about the Company that you should consider when you vote your shares are described in the accompanying Proxy Statement. You may vote if you were a record owner of Turtle Beach Corporation common stock, par value $0.001 per share (the “Common Stock”), at the close of business on April 10, 2026.

All stockholders are cordially invited to virtually attend the Annual Meeting. You will be able to virtually attend and participate in the Annual Meeting, vote your shares electronically, and submit your questions during the meeting by visiting the website address listed above on the meeting date and time described in the accompanying Proxy Statement. Whether you plan to virtually attend the Annual Meeting or not, it is important that your shares be represented at the Annual Meeting, regardless of the number of shares you may hold. Even though you may plan to attend the Annual Meeting virtually, please promptly vote using one of the following methods:

| 1. | by telephone, by calling the toll-free telephone number printed on your Notice of Internet Availability of Proxy Materials;

| 2. | via the Internet, by accessing the website address printed on your Notice of Internet Availability of Proxy Materials; or

| 3. | by mail, by completing, signing and dating your Proxy Card and mailing it (if you received a printed copy of the proxy materials).

Voting by any of these methods will not prevent you from attending the Annual Meeting. You may change or revoke your proxy at any time before it is voted. Your vote is extremely important, and we appreciate you taking the time to vote promptly.

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares in the manner directed by them.

##### Table of Contents

The Board strongly recommends that you vote:

| • |  | “FOR” the election of William Wyatt, Libby B. Bush, Lee Haspel, Cris Keirn, Daniela Kelley and Julia W. Sze as directors of the Company;

| • |  | “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

| • |  | “FOR” the compensation of our Named Executive Officers.

The nominees of the Board for election as directors of the Company are listed in the accompanying Proxy Statement and Notice of Internet Availability of Proxy Materials. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AND PROMPTLY SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR PROXY CARD (IF YOU RECEIVED A PRINTED COPY OF THE PROXY MATERIALS). PLEASE NOTE THAT EVEN IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL HOLDER WHO OBTAINS A “LEGAL” PROXY FROM YOUR BROKER, BANK, TRUSTEE, OR NOMINEE, YOU STILL MAY VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES.

Regardless of the number of shares of Common Stock of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in Turtle Beach Corporation.

A Notice of Internet Availability of Proxy Materials will be first sent or made available to our stockholders on or about April 21, 2026, and the proxy materials relating to the Annual Meeting will first be made available on or about the same date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2026. We have elected to furnish our Proxy Statement and our 2025 Annual Report (the “Annual Report”) to certain of our stockholders over the Internet pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules. Beginning on April 21, 2026, we will release to certain stockholders the Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and Annual Report online. The Notice of Internet Availability of Proxy Materials contains instructions as to how you may elect to receive printed copies of the Proxy Statement and the Annual Report. For stockholders who have elected to receive printed copies of our proxy materials, the Proxy Statement and Annual Report will first be mailed on or about April 21, 2026. This Notice of Annual Meeting of Stockholders provides an overview of the matters to be voted upon at the Annual Meeting. The Notice of Internet Availability of Proxy Materials, Proxy Statement, and the Company’s Annual Report to Stockholders (which includes the Company’s Annual Report on Form 10-K for the year ended December 31, 2025) contain important information and are available free of charge at http://materials.proxyvote.com/900450. Information on this website, other than the accompanying Proxy Statement, is not a part of the accompanying Proxy Statement. Only stockholders who held our Common Stock, par value $0.001 per share, as of the close of business on April 10, 2026 (the “Record Date”), are entitled to receive notice of, and vote at, the Annual Meeting. Please vote as soon as possible. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting, as your proxy is revocable at your option. If you do not plan on voting at the Annual Meeting, please submit your proxy prior to 11:59 p.m., Eastern Time, on June 1, 2026. ******************** The accompanying Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying Proxy Statement, including any appendices, carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ William Wyatt

William Wyatt

Chair of the Board

April 21, 2026

##### Table of Contents

Table of Contents

|  | Page |
ABOUT THE MEETING |  |  | 1 |
CORPORATE GOVERNANCE |  |  | 7 |
Board Leadership Structure |  |  | 7 |
The Board’s Role in Risk Oversight |  |  | 7 |
Independence |  |  | 7 |
Conflicts of Interest and Corporate Governance Matters |  |  | 8 |
Code of Business Conduct and Ethics |  |  | 8 |
Anti-Hedging and Pledging Policy |  |  | 8 |
Securities Trading Policy |  |  | 8 |
Communications with the Board of Directors |  |  | 8 |
Meetings of the Board of Directors and Stockholders |  |  | 8 |
The Board’s Role in Environmental, Social, & Governance (“ESG”) Oversight |  |  | 9 |
Committees of the Board of Directors |  |  | 10 |
SUBMISSIONOF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS |  |  | 13 |
ITEM 1—ELECTION OF DIRECTORS |  |  | 14 |
Board Skills |  |  | 15 |
Nominees for Director |  |  | 16 |
EXECUTIVE OFFICERS |  |  | 19 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |  |  | 20 |
AUDIT COMMITTEE REPORT |  |  | 22 |
ITEM 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |  |  | 24 |
Principal Accountant Fees and Services |  |  | 24 |
Pre-approval of Services |  |  | 24 |
ITEM 3—ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS |  |  | 25 |
COMPENSATION DISCUSSION AND ANALYSIS |  |  | 26 |
Introduction |  |  | 26 |
Executive Summary |  |  | 26 |
Executive Compensation Philosophy and Objectives |  |  | 30 |
Compensation-Setting Process |  |  | 30 |
Compensation Elements |  |  | 34 |
2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025 |  |  | 41 |
2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025 |  |  | 41 |
Other Compensation Policies |  |  | 42 |
Risks Related to Our Compensation Policies and Practices |  |  | 43 |
Tax and Accounting Considerations |  |  | 44 |

|  | i |  |

##### Table of Contents

Table of Contents

|  | Page |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |  |  | 45 |
COMPENSATION COMMITTEE REPORT |  |  | 46 |
EXECUTIVE COMPENSATION |  |  | 47 |
2025 Summary Compensation Table |  |  | 47 |
Grants of Plan-Based Awards Table |  |  | 48 |
2025 Outstanding Equity Awards at Fiscal Year-End Table |  |  | 49 |
2025 Option Exercises and Stock Vested Table |  |  | 50 |
CEO Pay Ratio |  |  | 50 |
Employment Arrangements with Named Executive Officers |  |  | 51 |
Post-Employment Compensation Arrangements |  |  | 51 |
Potential Payments Upon Termination or Change in Control |  |  | 53 |
Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information |  |  | 54 |
Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2025 |  |  | 54 |
PAY VERSUS PERFORMANCE |  |  | 55 |
2025 Pay Versus Performance Table |  |  | 55 |
Financial Performance Measures |  |  | 57 |
Relationship Between Compensation Actually Paid and Performance Measures |  |  | 57 |
DIRECTOR COMPENSATION |  |  | 61 |
2025 Director Compensation Table |  |  | 61 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |  |  | 63 |
Donerail Cooperation Agreements |  |  | 63 |
Diversis Stockholder Agreement |  |  | 63 |
Donerail and Diversis Stock Purchase Agreement |  |  | 64 |
Blue Torch Financing |  |  | 64 |
DELINQUENT SECTION 16(a) REPORTS |  |  | 65 |
HOUSEHOLDING |  |  | 65 |
OTHER BUSINESS |  |  | 65 |

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##### Table of Contents

About The Meeting

TURTLE BEACH CORPORATION

15822 Bernardo Center Drive, Suite 105

San Diego, California 92127

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 2, 2026

ABOUT THE MEETING

When will the Annual Meeting be held?

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Turtle Beach Corporation (the “Company”) with be held virtually via live website on Tuesday, June 2, 2026 at 9:00 a.m. Pacific Time.

Why am I being provided with access to these proxy materials?

We are required by the U.S. Securities and Exchange Commission (the “SEC”) to give you, or provide you access to, this Proxy Statement because the Board of Directors of the Company (the “Board”) is soliciting your proxy to vote your shares of Turtle Beach Corporation common stock, par value $0.001 per share (“Common Stock”), at the Annual Meeting. This Proxy Statement summarizes the information you need in order to vote at the Annual Meeting.

What is a proxy?

A proxy is your designation of another person to vote shares of Common Stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy, a form of proxy, or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. Cris Keirn and Mark Weinswig have been designated on behalf of the Board as the proxies to cast the vote of the Company’s stockholders at the Annual Meeting.

How do I attend the Annual Meeting virtually?

The Company will hold the Annual Meeting in a virtual meeting format only, and stockholders will not be able to attend the Annual Meeting in person. Stockholders may participate online in the virtual meeting by visiting www.virtualshareholdermeeting.com/TBCH2026. All stockholders participating online will be in listen-only mode but will have an opportunity to submit questions and vote.

What is a Notice of Internet Availability of Proxy Materials?

In accordance with rules adopted by the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are permitted to furnish our proxy materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement, and our Annual Report to Stockholders, which includes a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), by providing access to such documents over the Internet. Unless requested, stockholders will not receive printed copies of the proxy materials.

We began mailing a Notice of Internet Availability of Proxy Materials on or around April 21, 2026 to holders of record of shares of our Common Stock at the close of business on April 10, 2026. At the same time, we provided those stockholders with access to our online proxy materials and filed our proxy materials with the SEC. The Notice of Internet Availability of Proxy Materials contains information on how to access via the Internet the Notice of Annual Meeting of Stockholders, the Proxy Statement, the form of proxy card (the “Proxy Card”), and the Annual Report, as well as instructions on how to request a paper copy of the proxy materials. Registered stockholders who prefer to receive a paper copy of the proxy materials must follow the instructions provided in the Notice of Internet Availability of Proxy Materials for requesting such materials.

The Notice of Internet Availability of Proxy Materials only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy

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About The Meeting

Materials provides instructions on how to cast your vote. If you wish to request a paper copy of the proxy materials for the Annual Meeting, you may (1) visit www.ProxyVote.com, (2) call 1+ (800) 579-1639, or (3) send an email to sendmaterial@proxyvote.com. You will need your control number to request materials. If sending an email, please include your control number (indicated on the Notice of Internet Availability of Proxy Materials) in the subject line.

Please make the request as instructed above on or before May 19, 2026, to facilitate timely delivery of the proxy materials.

A notice that directs beneficial owners of our shares to the website where they can access our proxy materials is to be forwarded to each beneficial stockholder by the brokerage firm, bank or other holder of record that is considered the registered owner with respect to the shares of the beneficial stockholder. Such brokerage firm, bank or other holder of record is to also provide each beneficial owner of our shares with instructions on how the beneficial stockholder may request a paper or e-mail copy of our proxy materials.

If I cannot attend the Annual Meeting, can I vote or listen to it later?

You do not need to virtually attend the online Annual Meeting to vote if you submitted your vote via proxy in advance of the meeting. Whether or not stockholders plan to virtually attend the Annual Meeting, we urge stockholders to vote and submit their proxy in advance of the Annual Meeting by one of the methods described in the proxy materials. You cannot vote after the polls close at the Annual Meeting. A recording of the meeting will not be available.

Who can vote?

Only stockholders of record as of the close of business on April 10, 2026 (the “Record Date”) are entitled to vote. On that day, approximately 19,846,971 shares of Common Stock were outstanding and eligible to vote, and there were approximately 938 record holders. Each share is entitled to one vote on each matter presented at the Annual Meeting. The actual number of shares of Common Stock outstanding and eligible to vote on the Record Date will be reported in the Company’s Current Report on Form 8-K, which will report the results of the Annual Meeting.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding not less than 50 percent of the outstanding shares entitled to vote are present at the Annual Meeting virtually or represented by proxy. Thus, the holders of approximately 9,923,486 shares must be present virtually or represented by proxy at the Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you are present virtually at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the Chair of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting virtually or represented by proxy may adjourn the Annual Meeting to another date.

What am I voting on?

There are three matters scheduled for a vote:

| Item 1: | The election of six members to the Board to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

| Item 2: | The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

| Item 3: | A non-binding, advisory vote on the compensation of our named executive officers (the “Named Executive Officers”) (“Say-on-Pay”).

What if another matter is properly brought before the Annual Meeting?

We do not expect that any other items of business will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. However, by completing, signing, dating and returning a Proxy Card (if you received a printed copy of the proxy materials) or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies on the Proxy Card discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and of which we did not have notice at least by March 4, 2026 (i.e., at least 45 days before the date one year after the date on which the Company first sent its proxy materials for its 2025 annual meeting of stockholders) and such persons named as proxies intend to vote on any such other matter in accordance with the instructions of the Board to the extent permitted by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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##### Table of Contents

About The Meeting

How do I vote?

Your vote is very important. Your shares can only be voted at the Annual Meeting if you are present virtually or represented by proxy. Whether or not you plan to virtually attend the Annual Meeting, you are encouraged to vote by proxy to ensure that your shares will be represented.

Registered stockholders can choose among the following methods to vote:

Via the Internet—Stockholders can vote by voting their shares via the Internet as instructed on the website identified in the Notice of Internet Availability of Proxy Materials. The Internet procedures are designed to authenticate a stockholder’s identity to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Internet voting for stockholders of record is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 1, 2026. Have your Proxy Card (if you requested a printed copy of the proxy materials) or Notice of Internet Availability of Proxy Materials in hand when you access the website and follow the instructions to obtain your records and create an electronic voting form.

By Telephone—Call 1-800-690-6903. Telephone voting for stockholders of record is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 1, 2026. Have your Proxy Card (if you requested a printed copy of the proxy materials) or Notice of Internet Availability of Proxy Materials in hand when you call and follow the instructions.

By Mail—Stockholders that received a printed copy of the proxy materials may elect to vote by mail by completing, signing and dating their Proxy Card and mailing it in the pre-addressed envelope that accompanies the delivery of the Proxy Card. Proxy Cards submitted by mail must be received prior to the Annual Meeting in order for your shares to be voted.

At the Annual Meeting—Shares held in your name as the stockholder of record may be voted by you virtually at the Annual Meeting.

If your shares are held in “street name,” you will receive a voting instruction form from the holder of record. You must provide voting instructions to the holder of record in order for your shares to be voted on any proposal with respect to which your broker does not have discretionary authority. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares virtually at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.

If you vote via the Internet, by telephone or by mailing a Proxy Card (if you requested a printed copy of the proxy materials), we will vote your shares as you direct. For the election of directors (Item 1), you may specify whether your shares should be voted for all, some or none of the nominees for director listed. With respect to the ratification of our audit committee’s (the “Audit Committee”) appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Item 2) and the approval of the compensation of our Named Executive Officers (Item 3), you may vote “for,” “against,” or abstain from the ratification of Item 2 or the approval of Item 3.

How can I vote my shares without attending the Annual Meeting virtually?

To vote your shares without virtually attending the Annual Meeting, please follow the instructions for Internet or telephone voting in the proxy materials. If you received a printed copy of the proxy materials, you may also vote by signing and submitting your Proxy Card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the stockholder of record. This way your shares will be represented whether or not you are able to virtually attend the Annual Meeting.

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About The Meeting

How does the Board recommend I vote?

The Board recommends the following votes:

|  | FOR each of the Board’s nominees for election to the Board to serve until the annual meeting of stockholders in 2027 and until their successors are duly elected and qualified (Item 1);
|  | FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Item 2); and
|  | FOR the non-binding, advisory approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement (Item 3).

Can I change my vote after submitting my proxy? What if I return a proxy card or otherwise vote but do not make specific choices?

You may revoke or change a previously delivered proxy at any time before the Annual Meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to the Secretary of the Company at the Company’s principal executive offices before the beginning of the Annual Meeting. You may also revoke your proxy by attending the Annual Meeting and voting virtually, although attendance at the Annual Meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions. You may also vote virtually at the Annual Meeting if you obtain a legal proxy as described above. Unless properly revoked, properly executed and delivered proxies that are received before the Annual Meeting’s adjournment will be voted in accordance with the directions provided. If no directions are provided on such properly executed and delivered proxy, those shares will be voted by one of the individuals named as a proxy on your proxy card as recommended by the Board, as stated in this Proxy Statement (1) “FOR” each of our director nominees, (2) “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and (3) “FOR” the non-binding, advisory approval of executive compensation for our Named Executive Officers. If you wish to give a proxy to someone other than those named on the proxy card, you should cross out those names and insert the name(s) of not more than three people to whom you wish to give your proxy.

Do I have appraisal or dissenters’ rights?

You will have no right to dissent and obtain payment for your shares in connection with any of the Items 1, 2, or 3 set forth in this Proxy Statement.

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##### Table of Contents

About The Meeting

How many votes are needed to approve each of Items 1, 2, and 3? How are votes counted? What are broker non-votes?

Proposal |  | Voting Options |  | Board Recommendation |  | Vote Required |  | Effect of Abstentions and Broker Non-Votes
Item 1 – Election of Directors: ØWilliam Wyatt, ØLibby B. Bush, ØLee Haspel, ØCris Keirn, ØDaniela Kelley and ØJulia W. Sze. |  | Ø“FOR” one or more nominees; Ø“AGAINST” one or more nominees; or Ø“ABSTAIN” from one or more nominees |  | Ø“FOR” all nominees |  | ØMajority of the votes cast: the individuals who receive more “FOR” votes than “AGAINST” votes will be elected |  | Ø Abstention: No effect Ø Broker non-vote: No effect
Item 2 – Ratification of the appointment of our independent public accounting firm for 2026: |  | Ø“FOR”; Ø“AGAINST”; or Ø“ABSTAIN” |  | Ø“FOR” |  | ØMajority of the votes cast |  | Ø Abstention: No effect Ø Broker non-vote: Not-applicable, as this is a routine matter. Your broker, bank or nominee may vote in its discretion.
Item 3 – Advisory vote on compensation paid to our Named Executive Officers for 2025: |  | Ø“FOR”; Ø“AGAINST”; or Ø“ABSTAIN” |  | Ø“FOR” |  | ØMajority of the votes cast |  | Ø Abstention: No effect Ø Broker non-vote: No effect

The Annual Meeting will be held if a quorum is represented at the Annual Meeting virtually or by proxy.

If you are a stockholder whose shares are not registered in your name and instead are held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name.” Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in “street name,” the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of Nasdaq, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested) and executive compensation, as well as the advisory stockholder votes on executive compensation.

Our bylaws, as amended (the “Bylaws”), provide that, in an uncontested election of directors at any meeting of the stockholders, provided a quorum is present, each nominee for director must be elected by a majority of the votes validly cast. For the avoidance of doubt, in Item 1, a director nominee will be elected if the votes validly cast FOR such nominee’s election exceed the votes validly cast AGAINST such nominee’s election. Broker non-votes and abstentions will not be included in the total votes cast and will not affect the results of the vote on this item.

For Item 2, the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, the item must receive more FOR votes than AGAINST votes in order to be approved. Item 2 is considered a “routine” item, so brokers will have the discretion to vote uninstructed shares on behalf of beneficial owners with respect to this

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##### Table of Contents

About The Meeting

item. Therefore, broker non-votes are not expected to exist for this item, although a broker may otherwise fail to submit a vote. Failures by brokers to cast a vote and abstentions will not be included in the total votes cast and will not affect the results of the vote on this item.

For Item 3, the non-binding, advisory approval of Named Executive Officer compensation, the item must receive more FOR votes than AGAINST votes in order to be approved. Because your vote is advisory, it will not be binding on the Board or the Company. Broker non-votes and abstentions will not be included in the total votes cast and will not affect the results of the vote on this item.

Who will count the votes?

Broadridge Financial Solutions, Inc. will serve as master tabulator and American Election Services, LLC will act as the inspector of the elections.

Where can I find the results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K within four (4) business days of the Annual Meeting.

Who will pay for the solicitation of proxies?

The costs and expenses of the Board’s soliciting of proxies, including the mailing the Notice of Internet Availability of Proxy Materials (or, if applicable, paper copies of this Proxy Statement, the Notice of Annual Meeting of Stockholders, the proxy card, and the Annual Report), as well as the cost of forwarding such material to the beneficial owners of stock, except for some costs associated with individual stockholders’ use of the Internet or telephone, and postage, and any additional information furnished to stockholders will be borne by the Company. Solicitation of proxies may be in person, by telephone, facsimile, electronic mail, or personal solicitation by our directors, officers, or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers, and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We may reimburse brokers and others holding stock in their names or in the names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial owners.

Who is soliciting this proxy?

Solicitation of proxies is made on behalf of the Board. Proxies will be solicited on behalf of the Board by the Company’s directors, director nominees, and certain executive officers and other employees of the Company.

Who should I call if I have questions or need assistance voting my shares?

If you have questions about the Annual Meeting or need assistance voting your shares, requests should be directed as described to:

Turtle Beach Corporation

c/o ICR Inc.

685 Third Avenue

New York, New York 10017

Attn: Jacques Cornet

Phone: (800) 210-2491

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##### Table of Contents

Corporate Governance
CORPORATE GOVERNANCE
In accordance with the Nevada Revised Statutes and the Company’s Articles of Incorporation, as amended, and our Bylaws the Board has oversight of the affairs of the Company. Although the Company’s
non-management
directors are not involved in the
day-to-day
operating details, they are kept informed of the Company’s business through reports and materials provided to them regularly, as well as by operating, financial and other reports presented by the officers of the Company at meetings of the Board and committees of the Board.
Board Leadership Structure
The Board is responsible for the control and direction of the
Company
. The Board represents the stockholders, and its primary purpose is to build long-term stockholder value. Our Chair of the Board, selected by the Board, is William Wyatt, who presides over the meetings of the Board. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate efficiently in the long-term interests of stockholders. The Board has determined that each of William Wyatt, Libby B. Bush, Lee Haspel, Daniela Kelley and Julia W. Sze are “independent” as defined in the Nasdaq listing standards.
The Board’s Role in Risk Oversight
The entire Board has responsibility for the general oversight of risk, and the Board’s committees address and report to the Board on the primary and individual risk areas within their purview. Topics related to risk and risk management are regularly discussed at Board and Board committee meetings. Management identifies key risks facing the Company, the Board develops an enterprise risk management plan, and management updates the Board on those risk items quarterly. The Company’s senior management, consultants, and advisors make presentations to Board committees and the full Board as to the areas of principal risk, as well as on the processes that the Company has in place to identify, assess, and report such risks. The full Board has oversight of principal risks related to product manufacturing, market factors such as demand and market share, retail partners, and information security.
The Board committees report to the Board on their consideration of any principal risks within their respective areas of focus. The Audit Committee primarily oversees risks relating to or arising from financial and disclosure controls and procedures, and accounting and other financial matters. The Company’s Chief Financial Officer reports to the
Audit
Committee on such risks and related risk management, and the Company’s independent auditors regularly provide reports at Audit Committee meetings. The Compensation Committee considers whether the Company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on its business or operations. The Nominating and Governance Committee oversees the Board’s composition, effectiveness, accountability, and evaluation of the performance of the Board, its committees, and individual directors. Its areas of responsibility
include
succession planning, the development of corporate governance principles and practices, and oversight of the Company’s ESG program.
Cybersecurity
— Cybersecurity is an important part of the Board’s risk oversight. There are currently four directors with cybersecurity experience serving on the Board. Although the full Board retains responsibility for cybersecurity oversight, the Audit Committee has authority to immediately assess and manage a cybersecurity incident if one were to occur. The Company’s senior management briefs the Audit Committee and the Board periodically on cybersecurity matters and would promptly brief the Audit Committee if a cybersecurity incident occurred. The Company’s management also has
day-to-day
responsibility for managing cybersecurity risks. In addition to using industry-standard tools to monitor cybersecurity risks, management receives direct reporting of cybersecurity threats from our employees, who are trained annually on cyber security risks and reporting.
Independence
Our Common Stock is currently listed on the Nasdaq Global Market under the symbol “TBCH,” and therefore, our determination of the independence of directors is made using the definition of “independent director” contained in the Nasdaq listing standards. Based on information solicited from each director, the Board has determined that each of William Wyatt, Libby B. Bush, Lee Haspel, Daniela Kelley and Julia W. Sze is an independent director within the definition contained in the Nasdaq listing standards. In making its determinations regarding director independence, the Board considered, among other things:

| • |  | any material relationships with the Company, its subsidiaries or its management , aside from such director’s service as a director;

| • |  | transactions and agreements between the Company, on the one hand, and the directors and their respective affiliates, on the other hand, including the Cooperation Agreement dated March 9, 2026 (the “ Cooperation Agreement ”) with TDG CP LLC, The Donerail Group, Inc., The Donerail Group & Co LLC and William Wyatt (the “ Donerail Group ”) and Mr. Haspel’s residual interest in Blue Torch Capital, LP, an affiliate of Blue Torch Finance, LLC (“ Blue Torch ”);

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Corporate Governance

| • |  | transactions outside the ordinary course of business between the Company and companies at which some of its directors are or have been executive officers, partners or significant stockholders, and the amount of any such transactions with these companies; and

| • |  | relationships among the directors with respect to common involvement with for-profit and non-profit organizations.

Conflicts of Interest and Corporate Governance Matters
Under our Code of Business Conduct and Ethics (“
Code of Conduct
”), no employee may serve as a director of any outside business concern, other than on behalf of the Company, without the written approval of the Company. In addition, no director may serve as an employee, officer, director, consultant or advisor, or permit any close relative to perform services as an officer or director, for any company that engages in the business of providing audio products such as headsets, speakers, sound-bars or other commercial audio products or gaming accessories. The Nominating and Governance Committee charter empowers the Nominating and Governance Committee to review the Company’s corporate governance principles at least once a year. There are no
pre-determined
limitations on the number of other boards of directors on which the directors of the Company may serve; however, the Board expects individual directors to use judgment in accepting other directorships and to allow sufficient time and attention to Company matters. There are no set term limits for directors.
There are no family relationships among any of our directors and/or
executive
officers. There are currently no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors.
Code of Business Conduct and Ethics
The Company is committed to ethical business practices. Our Code of Conduct applies to all of the Company’s employees, officers and directors, and our Senior Financial Employees Code of Ethics applies to the Company’s principal executive officer (“
PEO
”), principal financial officer and principal accounting officer within the meaning of the SEC regulations adopted under the Sarbanes-Oxley Act of 2002, as amended, as well as certain other senior financial employees. The Company’s Code of Conduct and Senior Financial Employees Code of Ethics can be found on the Company’s investor relations website at
https://corp.turtlebeach.com/
under the headings “
Governance—Governance Documents—Code of Business Conduct and Ethics
” and “
Governance—Governance Documents—Senior Financial Employees Code of Ethics
”, respectively. The Company intends to post on its investor relations website any amendment to the Company’s Code of Conduct and Senior Financial Employees Code of Ethics. Please note that none of the information on the Company’s websites is incorporated by reference in this Proxy Statement.
Anti-Hedging and Pledging Policy
Company policies prohibit any pledging or hedging activities in the Company securities by the Company’s executive officers, members of the Board and certain other Company employees. The prohibited activities include any pledge of Company securities, the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, transactions such as short sales, puts, or calls, and holding securities in a margin account.
Securities Trading Policy
The Company’s Securities Trading Policy applies to all employees, directors, and officers of the Company and its subsidiaries. Under the Securities Trading Policy, transactions in puts, calls, or other derivative securities involving the Company’s equity securities, as well as hedging transactions involving the Company’s equity securities, such as collars and forward
sale
contracts, are prohibited. The Company believes that the Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our Securities Trading Policy is filed with our Annual Report on Form
10-K
for the year ended December 31, 2025 as Exhibit 19.1.
Communications with the Board of Directors
If you would like to communicate with the Company’s directors, please send a letter to the following address: Turtle Beach Corporation, c/o Megan Wynne, Corporate Secretary, 15822 Bernardo Center Drive, Suite 105, San Diego, California 92127. The Company’s Corporate Secretary will review each such communication and forward a copy to the Board.
Meetings of the Board of Directors and
Stockholders
It is the policy of the Board to meet at least quarterly. The Board held 19 meetings in 2025 and also held regular executive sessions where non-management directors met without management participation. Each of our then-serving directors attended at least 75% of the aggregate meetings of the Board and the committees on which he or she served in 2025 other than

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Corporate Governance
Ms. Bush who was impacted by the Palisades wildfire in Los Angeles
County
affecting her ability to attend meetings in early 2025. The Board has confidence in Ms. Bush’s commitment and continued valuable contributions.
Under our Corporate Governance Principles and Guidelines, all directors are expected to attend the Company’s annual meetings of stockholders, except in the event of unavoidable or extenuating circumstances. Other than Ms. Bush, each of our then serving directors attended our annual meeting of stockholders in 2025.
The Board’s Role in Environmental, Social, & Governance (“
ESG
”) Oversight
ESG matters have long been a vital part of our culture and are important to the long-term success of our business. We continued our ESG efforts in 2025. These efforts include assessing our environmental and social impacts, establishing an appropriate governance structure, and mitigating our negative impacts when possible.
Based on an analysis of our business, we adopted specific ESG goals and initiatives to improve our ESG performance, meet our customers’ expectations, and share relevant ESG information with our stakeholders. We referenced the United Nations Sustainable Development Goals when developing these goals and initiatives.
Specifically, we seek to:

1. | Develop innovative new products with lower environmental impacts while updating existing products to reduce environmental impacts;

2. | Integrate relevant ESG targets and initiatives into our operations;

3. | Identify potential ESG risks and opportunities; and

4. | Promote transparency with customers, employees, and other stakeholders by sharing our ESG goals, initiatives, and progress.

Environmental
— We seek to operate in an environmentally sustainable manner and are doing so through several initiatives.
Corporate Office Emissions
. We annually track our Scope 1 and 2 carbon emissions from our corporate offices and aim to reduce Scope 1 and Scope 2 carbon emissions from our corporate offices significantly by 2028. Further, in 2025 we obtained credible carbon offsets to neutralize our Scope 1 and 2 carbon emissions from our corporate offices based on the full year 2024 emissions from those offices.
Reducing our Energy Consumption
. Our Scope 1 and 2 emissions are primarily derived from consuming energy at our corporate offices. All of our electricity is purchased from the grid. While some of our purchased electricity is from renewable sources, we will need to reduce our purchased electricity to reduce our energy consumption from
non-renewable
resources. As part of our efforts to do so, we are reducing our corporate office space, lessening the need to light and heat unused space. This included reducing our office footprint and transitioning certain roles to remote work. For example, in 2024 we consolidated our San Diego, CA operations into a single office and in 2025 ended our lease for the former headquarters of Performance Designed Products LLC in San Diego, CA.
Product Sustainability
. We have also taken significant steps to improve the environmental sustainability of our products and their packaging. In 2024, we launched our Stealth
™
600 Gen 3 models, which are our first headset models to incorporate post- consumer recycled (“
PCR
”) plastics. Over the course of 2025, our Stealth 600 Gen 3 headsets incorporated approximately 39,000 kg of PCR plastics. We also continued to ship many of our products in renewable packaging materials certified by Forest Stewardship Council
®
(FSC
®
), replacing an estimated 712,500 kg of pulp packaging with FSC certified materials in 2025. Our product packages also contain significantly reduced plastic (in certain cases up to a 90% reduction over time) as part of our ongoing efforts to reduce plastic use in our packaging.
Social
— We are committed to providing a safe and healthy workplace for our employees, supporting our local communities through philanthropy and charitable work, and working with our suppliers to implement our Manufacturer Code of
Conduct
. We believe it is important for our manufacturing partners to share similar values, and our Manufacturer Code of Conduct requires our manufacturing partners to adhere to established industry frameworks and global standards to ensure that our manufacturing partners are acting in ways that support our ESG goals.
We maintain a Global Human Rights Policy that establishes standards for upholding our commitment to human rights in our operations and supply chain.

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Table of Contents
Corporate Governance
In addition, we are committed to supporting the mental health and wellness of our employees through programs such as wellness benefits through our employer-sponsored medical plans, healthy workplace snacks, and flexible work policies that enable our employees to work from home as appropriate. Our company-wide wellness initiatives earned a healthy workforce designation from our primary medical insurance provider in 2023 and 2024 and a Gold designation in 2025.
Governance
— Our Board is responsible for the control and direction of the Company and is committed to the development of effective and transparent corporate governance practices. The Nominating and Governance Committee has oversight over our ESG practices, goals, and their implementation. Our Nominating and Governance Committee charter formalizes this oversight.
You can learn more by visiting:
corp.turtlebeach.com/governance/esg/
. The information contained on our websites, including the foregoing ESG webpage, is neither part of nor incorporated by reference into this Proxy Statement.
Committees of the Board of Directors
The Board has the following standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, and through April 17, 2026 had a Value Enhancement Committee.
Audit Committee
— The Audit Committee operates under a written charter adopted by the Board, which is available on the Company’s investor relations website at
https://corp.turtlebeach.com/
under the heading “
Governance—Governance Documents—Audit Committee Charter.
” The Audit Committee’s primary purpose is to assist the Board in the oversight of the integrity of its accounting and financial reporting process, audits of the Company’s financial statements and its compliance with legal and regulatory requirements. The functions of the Audit Committee include, among other things: (i) hiring the Company’s independent registered public accounting firm to conduct the annual audit of the Company’s consolidated financial statements and monitoring its independence and performance; (ii) reviewing and approving the planned scope of the annual audit and the results of the annual audit;
(iii) pre-approving
all audit services and permissible
non-audit
services provided by the Company’s independent registered public accounting firm and establishing policies for such
pre-approval;
(iv) reviewing the significant accounting and reporting principles to understand their impact on the Company’s consolidated financial statements; (v) reviewing the Company’s internal financial, operating and accounting controls with management and the Company’s independent registered public accounting firm; (vi) reviewing with management and the Company’s independent registered public accounting firm, as appropriate, the Company’s financial reports, earnings announcements and its compliance with legal and regulatory requirements; (vii) establishing procedures for the treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and confidential submissions by the Company’s employees of concerns regarding questionable accounting or auditing matters; (viii) reviewing and approving related-party transactions; and (ix) reviewing and evaluating the Audit Committee charter.
It is the responsibility of the Audit Committee to maintain free and open communication
among
the Audit Committee, the independent registered public accounting firm, the internal audit function, and Company
management
. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain at the expense of the Company independent outside counsel or other experts or advisers as it deems necessary to carry out its duties. In addition, the Audit Committee periodically meets in executive session without management present. A detailed list of the Audit Committee’s functions is included in its charter, a copy of which can be found on the Company’s investor relations website. The Company maintains a policy that the Audit Committee review certain transactions in which the Company and its directors, executive officers, or their immediate family members are participants to determine whether a related person has a direct or indirect material interest in such transaction. The Audit Committee is responsible for reviewing and, if appropriate, approving or ratifying any such related party transaction. See the “
Certain Relationships and Related Party Transactions
” section of this Proxy Statement.
The current members of the Audit Committee are Ms. Scherping and Dr.
Wolfe
. Ms. Scherping serves as the Chair of the Audit Committee. The Board has determined that each member of the Audit Committee is “financially sophisticated” and “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act. In addition, the Board has determined that Ms. Scherping is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation
S-K
of the Exchange Act. The Audit Committee held 6 meetings in 2025.
After the Annual Meeting, the Audit Committee will consist of Mr. Haspel, Ms.
Kelley
, and Mr. Wyatt, each of which the Board has determined to be “financially sophisticated” and “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act. Ms. Kelley will serve as the Chair of the Audit Committee after the Annual Meeting, and the Board has determined that Ms. Kelley is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K of the Exchange Act.

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Corporate Governance
Compensation Committee —
The Compensation Committee operates under a written
charter
adopted by the Board, which is available on the Company’s investor relations website at
https://corp.turtlebeach.com/
under the heading “
Governance—Governance Documents—Compensation Committee Charter
.” The primary purpose of the Compensation Committee is to assist the Board in exercising its responsibilities relating to compensation of the Company’s executive officers,
non-employee
directors and employees and to administer the Company’s equity compensation and other benefit plans including the 2023 Stock Plan (as defined below).
In carrying out these responsibilities, the
Compensation
Committee reviews all components of executive officer and, as appropriate, employee compensation for consistency with the Company’s compensation philosophy. The functions of the Compensation Committee include, among other things: (i) designing and implementing competitive compensation policies to attract and retain key personnel; (ii) reviewing and formulating policies to determine the compensation of the Company’s executive officers and employees; (iii) reviewing and recommending to the Board the compensation of the
non-employee
directors; (iv) administering the Company’s equity incentive plan and granting equity awards to employees and
non-employee
directors under this plan; (v) overseeing and monitoring the Company’s other compensation policies, including monitoring compliance with the Company’s stock ownership guidelines, rules regarding equity-based compensation, rules regarding hedging and pledging of stock, and the compensation recoupment policies; (vi) reviewing and considering the results of any advisory vote on executive compensation and the results of any advisory vote on the frequency of
say-on-pay
votes; (vii) reviewing the Company’s compensation policies and practices to assess whether they lead to excessive risk-taking behavior and how such risks are monitored and mitigated and adjustments necessary to address changes in the Company’s risk profile; (viii) engaging compensation consultants or other advisors it deems appropriate to assist with its duties; and (ix) reviewing and evaluating the Compensation Committee charter.
The Compensation Committee (i) reviews and recommends to the
Board
for approval the compensation of the CEO, including salary, bonus, incentive and equity compensation as well as the corporate goals and objectives with respect to compensation for the CEO, and (ii) evaluates the CEO’s performance in light of the established goals and objectives. Decisions regarding the compensation of the other Named Executive Officer are made by the Compensation Committee in consultation with, and upon the recommendation of, the CEO. In this regard, the CEO provides the Compensation Committee with evaluations of business goals and objectives and executive performance and recommendations regarding salary levels, equity grants and other incentive awards. The Compensation Committee’s charter authorizes the Compensation Committee, in its sole discretion, to retain and terminate consultants to assist it in the performance of its duties, including the evaluation of compensation for the Named Executive Officers. The Compensation Committee has sole authority to approve the fees and other retention terms of any such consultant.
The current members of the Compensation
Committee
are Mses. Bush and Sze, and Mr. Wyatt, each of whom the Board has determined are “independent” as defined in the applicable Nasdaq listing standards,
non-employee
directors under SEC
Rule 16b-3
and outside directors under Section 162(m) of the Internal Revenue Code of 1986, as amended. Mr. Wyatt serves as the Chair of the Compensation Committee. The Compensation Committee met 9 times in 2025.
Nominating and Governance Committee
— The Nominating and
Governance
Committee operates under a written charter adopted by the Board, which is available on the Company’s investor relations website at
https://corp.turtlebeach.com/
under the heading “
Governance—Governance Documents—Nominating and Governance Committee Charter
.” The primary purpose of the Nominating and Governance Committee is to assist the Board in promoting the best interest of the Company and its stockholders through the implementation of sound corporate governance principles and practices. The functions of the Nominating and Governance Committee include, among other things: (i) identifying, reviewing and evaluating candidates to serve on the Board; (ii) determining the minimum qualifications for service on the Board; (iii) developing and recommending to the Board an annual self-evaluation process for the Board and overseeing the annual self-evaluation process; (iv) overseeing the Company’s ESG practices; (v) developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to the Board any changes to such principles; (vi) reviewing succession plans for the CEO and other key executive officers and making recommendations to the Board with respect to the processes for identifying and selecting appropriate individuals to succeed to these positions; and (vii)
reviewing
and evaluating the Nominating and Governance Committee’s charter.
The Nominating and Governance Committee considers stockholder nominees for directors in the same manner as nominees for director from other sources, which may include, in some cases, a third-party firm. Please see “
Submission of Stockholder Proposals and Director Nominations
” and “
Certain Relationships and Related Party Transactions
” below for additional detail.
The current members of the Nominating and Governance Committee are Mses. Sze and Scherping, and Dr. Wolfe. Ms. Sze serves as the Chair of the Nominating and Governance Committee. The Board has determined that Dr. Wolfe and Mses. Sze and Scherping are “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act. The Nominating and Governance Committee met 7 times in 2025.

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Corporate Governance
After the Annual Meeting, the Nominating and Governance Committee will consist of Ms. Sze (continuing as Chair), Ms. Bush, and Mr. Haspel, each of which the Board has determined to be “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act.
Value Enhancement Committee
— The Value Enhancement
Committee
operated under a written charter adopted by the Board, which is available on the Company’s investor relations website at
https://corp.turtlebeach.com/
under the heading “
Governance—Governance Documents—Value Enhancement Committee Charter
.” The primary purpose of the Value Enhancement Committee was to assist the Board in promoting the best interests of the Company and its stockholders through its ongoing assessment of value creation opportunities and exploring all strategic transactions available to the Company to enhance or otherwise maximize value for stockholders, including, but not limited to, the evaluation of a sale of the Company. The functions of the Value Enhancement Committee included, among other things: (i) reviewing, evaluating, assessing and making recommendations to the Board and management regarding revenue growth, margin expansion and profitability enhancement opportunities, capital allocation frameworks, and engagements with advisors and bankers; (ii) providing guidance and direction to management and advisors regarding potential transactions; (iii) having access to appropriate management and advisors to carry out its responsibilities; and (iv) performing such other functions relating to the foregoing, provided that any engagement of new financial advisors, investment bankers or brokers was subject to the approval of the full Board.
The Value Enhancement Committee was dissolved by the Board on April 17, 2026. The most recent members of the Value Enhancement Committee were Mr. Wyatt and Ms. Scherping. The Board has determined that each of Mr. Wyatt and Ms. Scherping are “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act. The Value Enhancement Committee met 21 times in 2025.

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##### Table of Contents

Submission Of Stockholder Proposals and Director Nominations

SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Stockholders who intend to present a proposal for inclusion in the Company’s proxy materials for its 2027 Annual Meeting of Stockholders under the Exchange Act Rule 14a-8 must submit the proposal so that the Secretary of the Company receives it no later than December 22, 2026, the 120th calendar day prior to the first anniversary of the date on which this proxy statement was first mailed to our stockholders. Such proposals must meet the requirements of Exchange Act Rule 14a-8 to be eligible for inclusion in the Company’s 2027 proxy materials.

Under the Company’s Bylaws, certain procedural and informational notice requirements must be met for a stockholder to nominate persons as directors or to introduce a proposal at an annual meeting of stockholders that will not be included in our proxy materials. A stockholder wishing to make a nomination for election to the Board or to have a proposal presented at the Company’s 2027 Annual Meeting of Stockholders that is not included in our proxy materials must submit written notice of such nomination or proposal containing the information specified in the Company’s Bylaws so that the Secretary of the Company receives it no later than March 4, 2027, but no earlier than February 2, 2027, which is ninety (90) days and one hundred and twenty (120) days prior to the one year anniversary of the date of the Annual Meeting, respectively. However, in the event that the Company does not hold an annual meeting of stockholders in a given year or if the date of the annual meeting of stockholders is changed by more than thirty (30) days from the date of the preceding year’s annual meeting of stockholders, notice by the stockholder must be received not earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the Company fewer than ninety (90) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. The foregoing Bylaw provisions do not affect a stockholder’s ability to request inclusion of a proposal in our proxy statement within the procedures and deadlines set forth in Rule 14a-8 of the SEC’s proxy rules.

In addition to the notice requirements under the Company’s Bylaws, stockholders who intend to nominate an individual for election to the Board at the Company’s 2027 Annual Meeting of Stockholders and solicit proxies in support of such nominee must also provide notice that sets forth the information required by Exchange Act Rule 14a-19 to the Secretary of the Company not later than March 4, 2027 and no earlier than February 2, 2027.

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Item 1—Election Of Directors

ITEM 1—ELECTION OF DIRECTORS

The Bylaws provide that the Company’s business shall be managed by a Board ranging from one to twelve members. The number of directors may be increased or decreased from time to time by resolution of the Board. Directors are generally elected at the annual meeting of the stockholders and each director elected shall hold office until a successor is duly elected and qualified or until his or her death, resignation or removal. On September 12, 2025, David Muscatel resigned as director from the Company effective September 30, 2025. On March 5, 2026, Terry Jimenez resigned as director from the Company effective March 6, 2026. On April 17, 2026, the Board increased the number of members of the Board from six to eight and appointed Mr. Haspel and Ms. Kelley as directors effective April 20, 2026 to serve until the 2026 Annual Meeting of Stockholders. Ms. Scherping and Dr. Wolfe will not stand for reelection at the Annual Meeting.

The Board is currently comprised of eight members and immediately following the Annual Meeting, the Board will be comprised of six members. The independent directors of the Nominating and Governance Committee of the Board identify and recommend director candidates to serve on the Board. Director candidates are then nominated for election by the Board. Stockholders are also entitled to nominate director candidates for election in accordance with the procedures set forth in the Bylaws (see “Submission of Stockholder Proposals and Director Nominations” above). On March 9, 2026, the Company entered into the 2026 Cooperation Agreement with the Donerail Group related to the composition of the Company’s Board and certain other matters. The 2026 Cooperation Agreement provided that, subject to certain conditions, within 30 days of the 2026 Cooperation Agreement, the Board expand the size of the Board from six members to eight members and appoint two independent directors Mr. Haspel and Ms. Kelley (the “New Directors”) to the Board with initial terms expiring at the Annual Meeting. The New Directors were identified and selected by the Donerail Group, subject to applicable director qualification requirements.

In addition, pursuant to the 2026 Cooperation Agreement the Board has agreed to nominate Libby B. Bush, Cris Keirn, Julia W. Sze and William Wyatt as continuing directors, and the New Directors as director nominees for the Annual Meeting. In addition, pursuant to the 2026 Cooperation Agreement, following the Annual Meeting until the termination of the 2026 Cooperation Agreement, upon the request of the Donerail Group, the Board will expand the size of the Board from six to seven members and appoint one additional independent director (the “Additional Director”) as identified by the Donerail Group, with an initial term expiring at the Company’s 2027 annual meeting of stockholders. The Donerail Group will maintain certain rights to propose candidates to replace Mr. Wyatt, any New Director or the Additional Director pursuant to the terms of the 2026 Cooperation Agreement should Mr. Wyatt, any New Director or the Additional Director cease to serve as a member of the Board during the term of the 2026 Cooperation Agreement, provided that the Donerail Group will no longer have the right to propose such replacement candidates if the Donerail Group ceases to beneficially own, in the aggregate, at least 2.0% of the outstanding shares of the Company’s common stock.

In identifying and recommending director candidates to serve on the Board, the independent directors of the Board consider the qualifications and composition of the Board as a whole, taking into account the totality of experience, skills and other qualifications or attributes that the individual nominees collectively bring to the Board and striving to maintain diversity of representation among its members. The independent directors also consider each individual’s experience, skills and other qualifications and attributes to determine that individual’s suitability and desirability for service on the Board. All director candidates should possess high personal and professional ethics, integrity, and values, and should have sufficient time available to devote to service on the Board and Board committees. The characteristics which the independent directors consider include, but are not limited to, an individual’s: (i) personal integrity and professional ethical standards along with the willingness to express independent thought; (ii) commitment to representing the long-term interests of the Company’s stockholders; (iii) practical wisdom and mature judgment; (iv) objectivity; (v) professional knowledge and business expertise; and (vi) broad industry knowledge. The Nominating and Governance Committee also considers diversity in identifying and evaluating director nominees, and the Board values diverse viewpoints, background and experiences.

Six directors are to be elected at this Annual Meeting. All of the Company’s nominees have consented to being named as nominees for directors of the Company and have agreed to serve if elected. If some or all of the Company’s nominees are unable to serve or for good cause will not serve at the time of the Annual Meeting, the shares represented by proxy will be voted for any substitute nominee(s) designated by the Board. In no event, however, will the shares represented by proxy be voted for more than six nominees.

Pursuant to the Company’s Bylaws, in this uncontested election of directors at the Annual Meeting, provided a quorum is present, a nominee for director will be elected if the votes validly cast for such nominee’s election exceeds the votes validly cast against such nominee’s election. For this Item 1, abstentions and broker non-votes will be counted towards the quorum requirement but will not be counted or have an effect on the outcome of this item.

We are confident that all of the directors in our slate of Board nominees have the right mix of professional accomplishment, skills, experiences and reputation that makes them exceptionally qualified to serve as representatives of all stockholders. We

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##### Table of Contents

Item 1—Election Of Directors

are committed to engaging with our stockholders and continuing to respond to stockholder feedback about the Company, and we believe we are in the best position to oversee the execution of our long-term strategic plan to grow and realize stockholder value. The Board recommends that you vote “FOR” the election of William Wyatt, Libby B. Bush, Lee Haspel, Cris Kein, Daniela Kelley and Julia W. Sze. Set forth below is information regarding each of the Company’s director nominees, including the specific experience, qualifications, skills or attributes that led to the conclusion that such nominee should serve as a director of the Company. Please see “Nominees for Director” for more information about each director nominee’s individual qualifications that make him or her qualified to serve as a director.

Name |  | Age |  | Title
William Wyatt |  | 42 |  | Independent Director
Libby B. Bush |  | 43 |  | Independent Director
Lee Haspel |  | 41 |  | Independent Director
Cris Keirn |  | 55 |  | Director
Daniela Kelley |  | 44 |  | Independent Director
Julia W. Sze |  | 59 |  | Independent Director

Board Skills

The following Director Skills Matrix highlights the mix of key skills and experiences of the nominees that, among other factors, led the Board and the Nominating & Governance Committee to recommend these nominees for election to the Board. The Director Skills Matrix is intended to depict notable areas of focus for each director based on the current composition of the Board, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. The demographic information presented below is based on voluntary self-identification by each nominee. Additional biographical information on each nominee is set out below.

DIRECTOR SKILLS MATRIX |  |  |  | # of Directors
Consumer Products and Gaming Industry Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4
Executive Leadership Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 8
Financial and Operations Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 7
Strategy, Mergers and Acquisitions and Capital Markets Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 6
Technology, Cybersecurity and AI Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4

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##### Table of Contents

Item 1—Election Of Directors

Nominees for Director

William Wyatt |  | Age: 42
Director Since May 2023 Chairman of the Board Committees Compensation (Chair) |  | Biographical Information William Wyatt joined the Board in May 2023 and was named Chairman of the Board in March 2026. He also serves as Chair of the Compensation Committee. Since August 2018 Mr. Wyatt has been the Managing Partner of The Donerail Group LP, a merchant bank. Prior to Donerail, from March of 2015 Mr. Wyatt was a Partner and Portfolio Manager at Starboard Value LP, a New York-based investment adviser, where he served as the Head of Event Driven Investments. Mr. Wyatt also served in a variety of investment, advisory and leadership roles at Empyrean Capital, Magnetar Capital and Goldman Sachs. He has 20 years of financial services industry experience, having served as both an institutional investor and investment banker, advising and investing in companies in the retail, consumer, and industrial sectors. Qualifications Mr. Wyatt possesses extensive business and investment expertise, and executive-level experience. The Board believes that his experience as an investment manager makes him well-qualified to serve as a director.
Libby B. Bush |  | Age: 43
Director Since July 2024 Committees Compensation (Member) |  | Biographical Information Libby B. Bush joined the Board in July 2024 and is a member of the Compensation Committee. Ms. Bush currently serves as Global Head of Entertainment Partnerships at Creative Artists Agency LLC (“CAA”), a role she has held since October 2023. Ms. Bush has also served as an agency board member of CAA since April 2024 and, prior to her current role, served in various leadership positions at CAA since November 2020. Previously, Ms. Bush served as founder and Chief Executive Officer of Tandem Entertainment LLC (“Tandem”), a partnerships agency, from January 2015 to November 2020, when Tandem was acquired by CAA. Prior to founding Tandem, Ms. Bush worked for the Walt Disney Company as Head of Global Promotions at Marvel Entertainment LLC from April 2012 to March 2015 and Director of Marketing and Strategic Partnerships at American Broadcasting Company from May 2009 to April 2012. Earlier in her career, Ms. Bush served as the Director of Marketing for the Women’s National Basketball Association (WNBA) team the Los Angeles Sparks from September 2007 to May 2009 and worked in team marketing and business operations for the National Basketball Association (NBA) from September 2004 to September 2007. Ms. Bush also serves as an advisory board member at IMPACT Learning Institute, The Princess Grace Foundation and the Female Founder Collective and she previously served as a media advisory board member at Athletes Unlimited. Ms. Bush received a B.A. in rhetoric and communication studies from the University of Richmond. Qualifications Ms. Bush brings nearly 25 years of experience in marketing and strategic growth initiatives in the media and entertainment industries. Ms. Bush’s significant experience in the media and entertainment industries, in addition to extensive management, leadership and board expertise, qualifies her to serve as a director.

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Item 1—Election Of Directors

Lee Haspel |  | Age: 41
Director Since April 2026 |  | Biographical Information Lee Haspel joined the Board in April 2026. From 2017 through 2026, he was previously a Partner, founding team member, and member of the executive leadership team at Blue Torch Capital, LP, a private credit platform. Earlier in his career, Mr. Haspel served as a Portfolio Manager at Fifth Street Asset Management and as a Trader at Halcyon Asset Management. He holds a B.S. in Business Administration from Tulane University’s A.B. Freeman School of Business and the Chartered Financial Analyst designation. Qualifications Mr. Haspel brings extensive expertise in capital markets, corporate finance, and value creation, with a track record of serving as a director at companies undergoing financial, strategic and operational transformation. He has partnered with management teams and fellow board members to drive accountability, align stakeholder incentives, and build long-term enterprise value across a range of industries. The Board believes that his experience as an institutional investor and active board participant makes him well-qualified to serve as a director.

Cris Keirn |  | Age: 55
Chief Executive Officer Director Since March 2024 |  | Biographical Information Cris Keirn joined the Board in 2024. He has served as the CEO since March 2024. He previously served as the Company’s Interim CEO from July 2023 and Senior Vice President, Global Sales from August 2016, until his appointment as CEO. As Senior Vice President, Global Sales, Mr. Keirn oversaw the growth and development of the Company’s gaming accessories business, was responsible for all consumer retail and sales account management and led the Company’s sales operations, customer care and market analytics teams. Prior to serving as Senior Vice President, Global Sales, Mr. Keirn served as Vice-President of Business Planning and Strategy and other roles at the Company, from February 2013 to August 2016. Prior to joining the Company, Mr. Keirn held leadership positions over a 17-year span at Motorola across product management, operations, quality and customer relations. Mr. Keirn received a B.S. in Mechanical Engineering from Purdue University and a Master’s Certificate in Project Management from George Washington University. Qualifications Mr. Keirn brings 30 years of experience in the consumer electronics and telecom industries. Mr. Keirn’s deep understanding of Turtle Beach’s business through his various roles at the Company, including currently serving as the CEO, make him well-qualified to serve as a director.

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##### Table of Contents

Item 1—Election Of Directors

Daniela Kelley |  | Age: 44
Director Since April 2026 |  | Biographical Information Daniela Kelley joined the Board in April 2026. Ms. Kelley currently serves as Senior Director of the Americas Commercial Desk at UiPath, Inc., where she leads deal structuring and execution across the Company’s largest market and oversees global commercial policy initiatives. Since joining UiPath in 2019, she has held several senior leadership roles, including Global Head of SOX Compliance (July 2021 – July 2023) and Director of Global Controllership (July 2019 – July 2021), where she led global financial reporting, internal controls, and governance initiatives, including the Company’s SOX program following its initial public offering. Prior to UiPath, Ms. Kelley was a Director in the Banking and Capital Markets practice at PricewaterhouseCoopers, where she led audits and advised global financial institutions on accounting, financial reporting, regulatory, and internal control matters. She has over 20 years of experience in finance, accounting, and governance across the technology and financial services sectors. Ms. Kelley is a Certified Public Accountant and holds a Bachelor of Science degree from Cornell University. Qualifications Ms. Kelley brings extensive financial and accounting expertise, along with significant experience in global governance and commercial operations. The Board believes that her leadership experience and background in financial reporting, internal controls, and deal structuring make her well-qualified to serve as a director.
Julia W. Sze |  | Age: 59
Director Since December 2022 Committees Nominating and Governance (Chair) Compensation (Member) |  | Biographical Information Julia W. Sze, CFA joined the Board in December 2022 and is the Chair of the Nominating and Governance Committee and a member of the Compensation Committee. She has over 30 years of executive leadership experience in financial services and has been a leader in improving corporate governance standards in businesses at all stages. Ms. Sze currently serves on the board and legal & compliance oversight and compensation committees of Cavco Industries Inc. (NASD: CVCO), the country’s third largest manufacturer of systems-built homes, and on the board of Tern Bicycles. Ms. Sze co-founded the UC Berkeley Haas School of Business’ Sustainable and Impact Finance Initiative and taught several courses on impact investing and portfolio management from 2019 to 2025. She has served on numerous nonprofit boards and investment committees, including the Marin Community Foundation and the University of New Mexico Foundation. She currently serves on the board of a start up health clinic in northern New Mexico, and volunteers with Adaptive Sports NM, introducing rock climbing to athletes of all abilities. In addition to her public company board experience and financial and operations experience, Ms. Sze provides the board with extensive expertise in international capital markets and ESG best practices. Qualifications Ms. Sze has over 30 years of executive leadership experience in financial services as a global portfolio manager, hedge fund manager, and chief investment officer for large institutional portfolios.

The Board recommends a vote FOR each of the listed nominees by voting on the Proxy Card.

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##### Table of Contents

Executive Officers

EXECUTIVE OFFICERS

The following table sets forth the names, current ages and titles of the Company’s three current Named Executive Officers.

Name |  |  | Age |  |  | Title
Executive Officers |  |  |  |  |  |
Cris Keirn |  |  | 55 |  |  | Chief Executive Officer
Mark Weinswig |  |  | 53 |  |  | Chief Financial Officer
Megan Wynne |  |  | 57 |  |  | General Counsel and Corporate Secretary

Cris Keirn. Mr. Keirn’s relevant experience and qualifications are described above as a director nominee.

Mark Weinswig. Mr. Weinswig is our Chief Financial Officer and has served as our Chief Financial Officer since February 2025. Mr. Weinswig joined the Company from Ouster, Inc. (“Ouster”), where he served as Chief Financial Officer since February 2023. Prior to the merger between Ouster and Velodyne Lidar, Inc. (“Velodyne”), Mr. Weinswig served as the Chief Financial Officer of Velodyne from May 2022 to February 2023. Prior to joining Velodyne, Mr. Weinswig served as Chief Financial Officer of Avinger Inc., a commercial-stage medical device company, from June 2018 to May 2022. Mr. Weinswig has more than 25 years of experience in financial leadership positions in private and publicly traded technology companies, including more than 15 years serving in various chief financial officer roles. In addition, Mr. Weinswig has held financial leadership positions in the optical component and laser industry, including Emcore, Avanex and Coherent. He began his career in public accounting at PricewaterhouseCoopers and worked at Morgan Stanley as an equity research analyst covering the optical industry. Mr. Weinswig has held both Certified Public Accountant and Chartered Financial Analyst designations. He received an MBA from Santa Clara University and a BS in Accounting from Indiana University, Kelley School of Business.

Megan Wynne. Ms. Wynne is our General Counsel and Corporate Secretary and has served as our Corporate Secretary since 2024 and General Counsel since 2016 and previously as our Vice President of Legal and Licensing since 2014. Prior to joining Turtle Beach, Megan spent five years as in-house counsel for I-Flow, LLC, a Kimberly-Clark Health Care Company, where she oversaw all litigation and advised on other legal matters. Additionally, Megan spent 13 years working with California-based Morris Polich & Purdy, LLP, initially as a litigation associate, and then as partner. She received a JD from Boston College Law School and a BA from Johns Hopkins University.

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Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of April 10, 2026, for (i) each person who is known by the Company to own beneficially more than 5% of the Common Stock, (ii) each of the Company’s current executive officers and directors, and (iii) all of the Company’s current executive officers and directors as a group. Other than as set forth below, we are not aware of any other stockholder who may be deemed a beneficial owner of more than 5% of our Common Stock.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after April 10, 2026, and any restricted stock that will become vested within 60 days after April 10, 2026, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Unless otherwise indicated in the footnotes below, we believe that the persons and entities named in the table have sole voting or investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

Unless otherwise indicated, the principal address of each of the persons below is c/o Turtle Beach Corporation, 15822 Bernardo Center Drive, Suite 105, San Diego, California 92127.

Executive Officers and Directors |  |  | Number of Shares Beneficially Owned(1) |  |  | Percentage of Outstanding Shares Beneficially Owned(2)
Cris Keirn(3) |  |  | 108,335 |  |  | *
Mark Weinswig |  |  | 16,357 |  |  | *
Megan Wynne(4) |  |  | 129,231 |  |  | *
Libby B. Bush |  |  | 33,059 |  |  | *
Lee Haspel |  |  | 13,880 |  |  | *
Daniela Kelley |  |  | 13,880 |  |  | *
Katherine L. Scherping |  |  | 31,099 |  |  | *
Julia W. Sze |  |  | 53,695 |  |  | *
Andrew Wolfe, Ph.D.(5) |  |  | 154,056 |  |  | *
William Wyatt(6) |  |  | 128,170 |  |  | *
All current executive officers and directors as a group (10 persons) |  |  | 681,762 |  |  | 3.4%
Stockholders of 5% or more (excludes executive officers and directors) |  |  |  |  |  |
DC VGA LLC(7) |  |  | 2,061,112 |  |  | 10.4%
Windward Management LP(8) |  |  | 1,695,798 |  |  | 8.5%
Albert Rabil(9) |  |  | 1,635,000 |  |  | 8.2%
Garnet Equity Capital Holdings, Inc.(10) |  |  | 1,634,685 |  |  | 8.2%
BlackRock, Inc.(11) |  |  | 1,314,651 |  |  | 6.6%
Hoak Public Equities, L.P.(12) |  |  | 1,000,000 |  |  | 5.0%

* | Less than 1%.

(1) | As used in this table, beneficial ownership means the sole or shared power to vote or direct the voting of a security, or the sole or shared power to dispose, or direct the disposition, of a security.

(2) | Beneficial ownership percentages are based upon 19,846,971 shares of Common Stock outstanding as of April 10, 2026.

(3) | Includes 31,772 stock options that are either currently exercisable or exercisable within 60 days of April 10, 2026.

(4) | Includes 57,741 stock options that are either currently exercisable or exercisable within 60 days of April 10, 2026.

(5) | Includes 36,963 stock options that are either currently exercisable or exercisable within 60 days of April 10, 2026.

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##### Table of Contents

Security Ownership of Certain Beneficial Owners and Management

(6) | Includes 128,170 shares of Common Stock over which Mr. Wyatt has sole voting power and sole dispositive power and 693,962 shares of Common Stock beneficially owned by TDG CP LLC over which Mr. Wyatt has shared voting power and shared dispositive power (the “Donerail Shares”) according to Mr. Wyatt’s Form 4 filed with the SEC on April 2, 2026. Mr. Wyatt disclaims beneficial ownership of the Donerail Shares except to the extent of his pecuniary interest therein.

(7) | According to a Schedule 13D/A filed with the SEC on August 22, 2025 (the “Diversis 13D”), reporting the beneficial ownership of 2,061,112 shares of Common Stock. DC VCA LLC (f/k/a PDP Holdings, LLC) (“Diversis”) reported it has sole voting and dispositive power over 2,061,112 shares of Common Stock. The Diversis 13D was filed on behalf of the following reporting persons: Diversis; Diversis Capital Partners I, L.P.; Diversis Capital Partners GP I, L.P.; Diversis Capital Partners GP I, LLC; Mr. Kevin Ma; and Mr. Ron Nayot. The address for each of the foregoing reporting persons is 2000 Avenue of the Stars, Suite 1050S, Los Angeles, CA 90067.

(8) | According to a Schedule 13G/A filed with the SEC on May 13, 2025, reporting the beneficial ownership of 1,695,798 shares of Common Stock. Windward Management LP reported it has shared voting and dispositive power over 1,695,798 shares of Common Stock with Windward Management LLC, Marc Chalfin and Windward Management Partners Master Fund, Ltd. The address for Windward Management LP is 1691 Michigan Avenue, Suite 510, Miami Beach, FL 33139.

(9) | According to a Schedule 13G/A filed with the SEC on October 23, 2025, reporting the beneficial ownership of 1,635,000 shares of Common Stock. Rabil Albert reported he has sole voting and dispositive power over 1,635,000 shares of Common Stock. The address for Rabil Albert is One Tower Center Road, Suite 300, Boca Raton, FL 33486.

(10) | According to a Schedule 13G/A filed with the SEC on August 14, 2025, reporting the beneficial ownership of 1,634,685 shares of Common Stock. Garnet Equity Capital Holdings, Inc. reported it has shared voting and dispositive power over 1,634,685 shares of Common Stock with Linmar Capital Fund, LP, Garnet Equity Capital Holdings, Inc., AMS Investors, LLC, Joseph A. Cohen and Abraham Morris Shamah. The address for Garnet Equity Capital Holdings, Inc. is 575 Madison Ave, Suite 1601, New York, NY 10022.

(11) | According to a Schedule 13G/A filed with the SEC on November 8, 2024, reporting the beneficial ownership of 1,314,651 shares of Common Stock. BlackRock, Inc. reported it has sole voting power over 1,297,500 shares and sole dispositive power over 1,314,651 shares of Common Stock, respectively. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(12) | According to a Schedule 13D filed with the SEC on February 24, 2026 (the “Hoak 13D”), reporting the beneficial ownership of 1,000,000 shares of Common Stock. The Hoak 13D was filed on behalf of the following reporting persons: Hoak Public Equities, LP (“HPE”), Hoak Fund Management, L.P. (“Hoak Management”), Hoak & Co., J. Hale Hoak, James M. Hoak, Jr., Hale Hoak Child’s Trust, The Hoak Foundation, and Dorothy T. Hoak. According to the filing: (i) HPE has direct voting and dispositive power over 909,055 shares (the “HPE Shares”); (ii) Hoak Management, Hoak & Co., J. Hale Hoak and James M. Hoak, Jr. (collectively, the “Hoak Investors”), each have indirect voting and dispositive power over the HPE shares; (iii) The Hale Hoak Child’s Trust has direct voting and dispositive power over 25,000 shares; (iv) The Hoak Foundation has direct voting and dispositive power over 20,000 shares; (v) J. Hale Hoak has direct voting and dispositive power over 44,945 shares and indirect voting and dispositive power over 954,055 shares in his capacity as Hoak & Co’s president, the trustee of the Hale Hoak Child’s Trust and as investment manager of The Hoak Foundation; and (vi) Dorthy T. Hoak has direct voting and dispositive power over 1,000 shares. The address for Hoak Public Equities, L.P. is 3963 Maple Avenue, Suite 450, Dallas, TX, 75219.

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Audit Committee Report

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that Section. This report shall not be deemed “incorporated by reference” into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether such filing occurs before or after the date hereof, regardless of any general incorporation language in such filings, except to the extent that the Company specifically incorporates it by reference.

The Audit Committee assists the Board in meeting its oversight responsibility to stockholders, potential stockholders, the investment community, and others. The Audit Committee’s function is one of oversight, recognizing that management is responsible for preparing the Company’s financial statements, and the independent registered public accounting firm is responsible for auditing those statements. Management of the Company is responsible for (i) the preparation, presentation, and integrity of the Company’s financial statements; (ii) the appropriateness of the accounting principles and reporting policies that are used by the Company; (iii) establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act; and (iv) maintaining adequate disclosure controls and procedures, as such term is defined by the Exchange Act. The Company’s independent registered public accounting firm is responsible for (a) auditing the Company’s annual consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and expressing an opinion on the conformity of those consolidated financial statements with accounting principles generally accepted in the United States of America and (b) reviewing the Company’s unaudited interim condensed consolidated financial statements. The Audit Committee’s primary responsibility is to oversee the Company’s financial reporting process on behalf of the Board and report the results of its activities to the Board. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures. In performing its oversight function, the Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and the Company’s independent registered public accounting firm. The Audit Committee will, however, take the appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices and ethical behavior.

The Audit Committee is directly responsible for the appointment of the independent registered public accounting firm to be retained to audit the Company’s consolidated financial statements and, if applicable, its internal control over financial reporting, and once retained, the independent registered public accounting firm reports directly to the Audit Committee. The independent registered public accounting firm is ultimately accountable to the Audit Committee and the Board. The Audit Committee consults with and reviews recommendations made by the independent registered public accounting firm with respect to the Company’s consolidated financial statements and related disclosures and, as applicable, internal control over financial reporting of the Company and makes recommendations to the Board as it deems appropriate from time to time. The Audit Committee is responsible for approving both audit and non-audit services to be provided by the independent registered public accounting firm. The Audit Committee is currently composed of three directors, each of whom the Board has determined to be independent as that term is defined by applicable Nasdaq listing standards and SEC rules. The Board has determined, in accordance with applicable Nasdaq listing standards, that Katherine L. Scherping is an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K of the Exchange Act. The Audit Committee operates under a written charter adopted by the Board, which is available on the Company’s investor relations website at https://corp.turtlebeach.com/ under the heading “Governance—Governance Documents—Audit Committee Charter.” The Audit Committee charter is reviewed on an annual basis by the Audit Committee and is subject to amendment from time to time.

The Audit Committee meets with management periodically to consider the adequacy of the Company’s internal controls and discusses these matters with the Company’s independent registered public accounting firm. The Audit Committee also discusses with senior management the Company’s disclosure controls and procedures. The Audit Committee’s oversight of the independent registered public accounting firm includes resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, with the Company’s management and its independent registered public accounting firm. In addition, the Audit Committee reviewed and discussed the Company’s quarterly earnings releases and Exchange Act filings for the year ended December 31, 2025, with management and the Company’s independent registered public accounting firm, which included a discussion of the quality, in addition to the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. The Audit Committee also discussed with management and the independent registered public accounting firm the Company’s internal control over financial reporting.

The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm the matters required to be discussed by PCAOB Auditing Standard No. 1301 (Communications with Audit Committees)

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Audit Committee Report

and the SEC. The Audit Committee received the written disclosures and the letter from the Company’s independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence, including the compatibility of any non-audit services with the independent registered public accounting firm’s independence.

The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the 2025 results of its consolidated financial statement audit and the overall quality of the Company’s financial reporting. The independent registered public accounting firm has direct access to the Audit Committee at any time on any issue of its choosing, and the Audit Committee has the same direct access to the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2025, be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, to be filed with the SEC.

The Audit Committee has appointed the firm of Ernst & Young LLP as independent registered public accounting firm to audit and report upon the Company’s consolidated financial statements and internal control over financial reporting for the fiscal year ending December 31, 2026.

AUDIT COMMITTEE

Katherine L. Scherping, Chair

Andrew Wolfe, Ph.D.

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ITEM 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

ITEM 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2026, and internal control over financial reporting. Although action by the stockholders on this matter is not required under Nevada law or the Sarbanes-Oxley Act of 2002, as amended, or the rules of the SEC promulgated thereunder, the Audit Committee and the Board believe it is appropriate to seek stockholder ratification of this appointment in light of the role played by the independent registered public accounting firm in reporting on the Company’s consolidated financial statements. Ratification requires the affirmative vote of a majority of the votes cast (excluding abstentions) at the Annual Meeting. If this appointment is not ratified by the stockholders, the Audit Committee may reconsider its appointment. One or more representatives of Ernst & Young LLP are expected to attend the Annual Meeting telephonically. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The Board recommends a vote FOR ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Principal Accountant Fees and Services

The aggregate fees billed by Ernst & Young LLP for professional services rendered in connection with (i) the audit of our consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 set forth in our Annual Reports on Form 10-K for the years then ended and (ii) the review of our quarterly consolidated financial statements as set forth in our Quarterly Reports on Form 10-Q for each of our quarters during 2025 and 2024, as well as any fees paid to our independent registered public accounting firm for audit-related work, tax compliance, tax planning and other consulting services are set forth in the table below.

|  | Ernst & Young LLP |
|  | 2025 |  |  | 2024 |
Audit Fees |  | $ | 1,743,149 |  |  | $ | 2,531,751 |
Audit-Related Fees |  | $ | 25,000 |  |  | $ | — |
Tax Fees |  | $ | 28,000 |  |  | $ | 59,000 |
All Other Fees |  | $ | 25,000 |  |  | $ | — |
TOTAL |  | $ | 1,821,149 |  |  | $ | 2,590,751 |

Audit fees: Audit fees consist of fees associated with the annual audit of our financial statements, the reviews of our interim financial statements and the issuance of consent and comfort letters in connection with registration statement filings with the SEC, and all services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements.

Audit-related fees: Audit-related fees consist of fees for professional services reasonably related to the performance of the audit or review of the financial statements and are not included in Audit Fees.

Tax fees: Tax fees consist of fees for tax services, including tax compliance, and related expenses.

All other fees: Fees for products and services other than the services described above.

Pre-Approval of Services

All audit and permissible non-audit services provided by the Company’s independent registered public accounting firm require pre-approval by the Audit Committee in accordance with the Audit Committee charter. The Audit Committee approves the independent registered public accounting firm’s engagement prior to the independent registered public accounting firm rendering any non-audit services. The Audit Committee pre-approved all of the 2025 and 2024 fees paid to its independent registered public accounting firm.

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##### Table of Contents

ITEM 3 - Advisory Vote on the Compensation of the Company’s Named Executive Officers

ITEM 3 - ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

We are asking our stockholders to vote, on an advisory basis, to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with the rules of the SEC and Section 14A of the Exchange Act. This Item 3 gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the agreements and practices described in this Proxy Statement. This vote is advisory and is therefore not binding on us or the Board. The Board values the opinions of our stockholders, and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, the Board and the Compensation Committee will consider our stockholders’ concerns and will evaluate what, if any, actions are necessary to address those concerns.

The Company uses external compensation expertise and biennial benchmarking to ensure that its executive compensation program is competitive and appropriate while being designed to align pay with short-term and long-term Company performance, to put a substantial portion of compensation at risk, and to reward unique or exceptional contributions to overall sustainable value creation for stockholders. Because the Board believes that the compensation of our Named Executive Officers as described in “Compensation Discussion and Analysis” and “Executive Compensation” appropriately addresses those objectives, it recommends that the stockholders approve the following advisory resolution:

RESOLVED, that the stockholders approve the compensation of the Company’s Named Executive Officers as disclosed in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement pursuant to Item 402 of SEC Regulation S-K, including the executive compensation tables and related disclosures.

The affirmative vote of a majority of the votes cast on this Item 3 is required to approve, on an advisory basis, the compensation of our Named Executive Officers. For purposes of determining approval of this Item 3, abstentions and broker non-votes will not affect the results of this vote.

The Board recommends a vote FOR approval of the compensation of our Named Executive Officers as disclosed in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement, including the compensation tables and related disclosures therein.

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Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program, including the compensation earned by our fiscal year 2025 “Named Executive Officers” (“NEOs”), who were as follows:

| • |  | Cris Keirn, our Chief Executive Officer (“CEO”)

| • |  | Mark Weinswig, our Chief Financial Officer (“CFO”), appointed February 3, 2025

| • |  | Megan Wynne, our General Counsel and Corporate Secretary

| • |  | John T. Hanson, our Former CFO and Treasurer through February 3, 2025(1)

(1) Mr. Hanson ceased serving as Chief Financial Officer and Treasurer on February 3, 2025 (the “Transition Date”). During the 6-month period thereafter, Mr. Hanson was employed as Senior Advisor to the Company to provide transition services as requested by the Company to facilitate an effective transition of job responsibilities to the successor Chief Financial Officer. All 2025 compensation decisions for Mr. Hanson are described below under the heading “Transition Agreement with Mr. Hanson.”

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2025. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why the Compensation Committee arrived at the specific compensation decisions for our Named Executive Officers in 2025 and discusses the key factors that were considered in determining their compensation.

Executive Summary

Who We Are

Our mission is to deliver the ultimate experience to gamers by providing high-quality, high-performance gaming accessories, including headsets, controllers, keyboards, mice, flight and racing simulation hardware, microphones, and more. For over 50 years, we have been a pioneer and key innovator in audio technology, and today we are one of the most recognized brand names in gaming. Headquartered in San Diego, California, we were incorporated in the state of Nevada in 2010, and our stock is traded on the Nasdaq Global Market under the symbol “TBCH”.

According to retail sales tracking data from The Circana Group, we have been the market share leader in console gaming headsets for 16-years running with a vast portfolio of headsets designed to be multiplatform compatible with the latest gaming consoles, as well as for personal computers (“PCs”) and mobile and tablet devices. Our PC product portfolio includes PC-specific gaming headsets, keyboards, mice, microphones, and other PC gaming peripherals. In 2021, we expanded our brand beyond gaming headsets and launched our gaming controller and simulation product lines. In 2024, we acquired Performance Designed Products LLC (“PDP”), another leading gaming accessory brand with a robust slate of products, including gaming controllers for all major platforms and licensing deals with popular gaming and entertainment properties.

2025 Business Highlights

In 2025, we continued integrating and building upon our acquisition of PDP, a leading gaming accessory brand recognized for its diverse product lineup. The acquisition expanded our presence in the multi-platform controllers category and added a strong set of licensing partnerships, further strengthening our competitive position. The increased scale and diversification resulting from the PDP acquisition have enhanced our market position and broadened our portfolio. These strategic gains provide a stronger foundation for long-term performance as we continue to deliver industry-leading gaming accessories and an expanded suite of offerings.

Revenue for 2025 reflects the contribution from the PDP acquisition and performance in our headset and controller categories, offset by decline in demand for gaming accessories. Our portfolio continued to perform well, highlighted by ongoing demand for products such as the Stealth 700 Gen 3 wireless headset, a premium, multi-platform device featuring our proprietary cross-play technology, which proved to be a top choice among gamers. This performance underscores our commitment to delivering cutting-edge accessories and our leadership in key gaming accessory markets.

Disciplined execution of our strategic priorities, together with targeted cost-management initiatives, contributed to a more resilient operating environment during the year. Although operating expenses increased modestly, these actions helped increase gross profit and maintain operating leverage amid softer revenue. We believe our brands are well-positioned to

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Compensation Discussion and Analysis

sustain market leadership due to our expanded product portfolio, strengthened retail partnerships, and strong portfolio of innovative console gaming headsets and controllers.

Our 2025 business highlights included the following:

| • |  | Net Revenue. Our net revenue was $319.9 million, compared to $372.8 million in 2024;

| • |  | Net Income. Our net income was $15.7 million, or $0.77 per diluted share, compared to $16.2 million, or $0.78 per diluted share, in 2024; and

| • |  | Adjusted EBITDA*. Our adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $40.1 million compared to $56.4 million in 2024.

* Adjusted EBITDA is a non-GAAP financial measure. Please see pages 32-33 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under the heading “Key Performance Indicators and Non-GAAP Measures” for reconciliations to the most directly comparable GAAP financial measures.

2025 Executive Compensation Highlights

Based on our overall operating environment and these results, our Board took the following key actions with respect to the compensation of our Named Executive Officers for and during 2025:

| • |  | Base Salaries. The Board increased Mr. Keirn’s base salary to $525,000. The Compensation Committee increased Ms. Wynne’s base salary to $369,000. Details regarding Mr. Weinswig’s base salary can be found in “Employment Agreement with Mr. Weinswig”.

| • |  | Annual Cash Bonuses. The target bonus opportunity for Mr. Keirn remained unchanged for 2025, which is 100% of his base salary. As detailed below, target bonus opportunities for Mr. Weinswig and Ms. Wynne were set at 65% and 50% of base salary, respectively. The Executive Short-Term Incentive Plan is tied directly to the achievement of three corporate performance metrics (GAAP net revenue, Adjusted EBITDA, and Direct to Consumer (“D2C”) revenues) and two shared corporate strategic goals (gain in headset and controller market share). The D2C revenue corporate performance metric was added in 2025 to prioritize further investment in the Company’s D2C business, and the shared corporate strategic goals were added to align those goals with management incentives.

As noted above, our actual net revenue was $319.9 million and our actual Adjusted EBITDA was $40.1 million. We did not achieve the threshold required for the D2C revenue metric or the headset or controller market share growth metrics. Based on these results, the Compensation Committee approved annual cash bonus awards under the 2025 Short-Term Incentive Plan (the “2025 Bonus Plan”) equal to 42% of the target opportunity based on actual performance.

| • |  | Annual Long-Term Incentive Equity Compensation Awards. The Company granted annual long-term incentive compensation opportunities to Mr. Keirn and Ms. Wynne with 60% of the target value in the form of a performance-based restricted stock unit (“PSU”) award and 40% of the target value in the form of a time-based restricted stock unit (“RSU”) award. The 60% weighting of PSUs in our equity mix reinforces the performance-based orientation of our program and balances retention with three year vesting for PSUs and four year vesting for RSUs.

| • |  | For PSU awards granted in 2025, one-half of the PSUs are earned based on Turtle Beach’s stock price appreciation, measured from May 1, 2025 through May 1, 2026, relative to the iShares Russell 2000 Value ETF (“Benchmark Index”) price change over the same period. No shares are earned unless Turtle Beach’s performance exceeds the Benchmark Index. The remaining PSUs continue to be earned based on Adjusted EBITDA performance, measured over fiscal year 2025. The number of PSUs earned will be determined in May 2026 and earned shares vest annually over three years from the date of grant.

| • |  | Employment Agreement with Mr. Weinswig. The Company entered into an employment agreement with Mr. Weinswig to serve as its new CFO commencing as of February 3, 2025. The arrangement provides an annualized base salary of $385,000, a target annual incentive bonus opportunity equal to 65% of base salary, and eligibility for equity and long-term incentive awards under the Company’s equity plan. In addition, Mr. Weinswig received a cash signing bonus of $100,000. Mr. Weinswig received an initial grant of RSUs with a fair value equal to $1.8 million, which vest over four years subject to his continued employment. More detail on the terms and conditions of his appointment as the Company’s CFO can be found in the section “Executive Compensation—Employment Agreements” below.

| • |  | Transition Agreement with Mr. Hanson. On the Transition Date, Mr. Hanson ceased serving the Company as its CFO. The Company and Mr. Hanson entered into an Employment Transition Letter Agreement (the “Hanson Transition Agreement”), as disclosed in our Current Report on Form 8-K filed with the SEC on January 27, 2025. Under the Hanson Transition Agreement, Mr. Hanson remained employed for six months (the “Transition Period”) as a Senior Advisor to support an orderly hand-off to his successor Mr. Weinswig. During the Transition Period, Mr. Hanson

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Compensation Discussion and Analysis

| continued to receive his base salary and remained eligible for health and welfare benefits. He also received his 2024 annual bonus based on actual performance results, which was payable in 2025 at the same time bonuses were paid to the Company’s other senior executives. Mr. Hanson’s outstanding RSUs and PSUs continued vesting as scheduled while he remained employed and held the Senior Advisor position, and the Company agreed that his vested stock options will remain exercisable for the earlier of: (1) one year following August 3, 2025 (the “Separation Date”); or (2) the term of the stock options.

Relationship Between Pay and Performance

We have designed our executive compensation program to attract, motivate and retain our Named Executive Officers while, at the same time, promoting the interests of our stockholders. To strike this balance, we seek to ensure that a meaningful portion of our Named Executive Officers’ annual target total direct compensation opportunity is both “at-risk” and variable in nature.

We emphasize variable compensation that appropriately rewards our Named Executive Officers through the following two principal compensation elements:

| • |  | First, we provide the opportunity to participate in our annual bonus plan, which provides cash payments if they produce short-term results aligned with long-term stockholder value creation that meet or exceed certain business objectives set forth in our annual operating plan and their individual performance objectives for the year.

| • |  | Second, we grant both PSU awards and RSU awards, which in the aggregate comprise a majority of their annual target total direct compensation opportunities. The value of these equity awards depends entirely on the value of our Common Stock and, in the case of the PSU awards, achieving financial and stock price achievement objectives, thereby incentivizing our Named Executive Officers to build sustainable long-term value for the benefit of our stockholders.

These variable pay elements ensure that each year a substantial portion of our Named Executive Officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

We believe that these compensation elements provide balanced incentives for our Named Executive Officers to meet our business objectives and drive long-term growth. To ensure that we remain faithful to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our Named Executive Officers, the amount of compensation realizable (and ultimately realized) from such awards in subsequent years and our performance over this period.

Please refer to the “Pay Versus Performance Table” below which demonstrates that the compensation paid to our Named Executive Officers generally aligns with our financial performance based on the performance measures presented in the table over the covered fiscal years, including total stockholder return (“TSR”), net income and Adjusted EBITDA.

2025 CEO Target Pay Mix

The Compensation Committee believes that the characteristics of each form of executive compensation are a key driver in determining the allocation of target total direct compensation. The following chart represents the 2025 target mix of annual target total direct compensation for Mr. Keirn, our CEO. The disclosed equity award percentages below represent the grant date value of the PSU awards (at target) and RSU awards granted to the CEO in 2025, and not the compensation actually paid to or realized by the CEO.

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Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2025:

What We Do:

| • |  | “Pay-for-Performance” Philosophy. We maintain a “pay-for-performance” compensation structure tied to achieving pre-established financial targets and specific business objectives, including through the use of PSU awards.

| • |  | Maintain Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors who determine our compensation policies and practices and who have established effective means for communicating with our stockholders regarding their executive compensation views and concerns, as described in this Proxy Statement.

| • |  | Conduct Executive Compensation Review. The Compensation Committee reviews and approves our compensation strategy annually, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company.

| • |  | Maintain Independent Compensation Advisor. The Compensation Committee has historically engaged an independent compensation consultant to provide advice on executive compensation matters.

| • |  | Short-Term Incentive Compensation Plan. We use top- and bottom-line financial performance metrics in our annual cash bonus plan.

| • |  | Compensation At Risk. Our executive compensation program is designed so that a significant portion of our Named Executive Officers’ compensation is “at risk” based on corporate performance, as well as equity-based, to align their interests with the interests of our stockholders.

| • |  | Multi-Year Vesting Requirements. The annual equity awards granted to our Named Executive Officers vest over multi-year periods, consistent with current market practice and our retention objectives.

| • |  | Compensation Recoupment Policies. Effective December 1, 2023, the Board adopted the Compensation Recoupment Policy of Turtle Beach Corporation (the “Clawback Policy”) which complies with both Exchange Act Rule 10D-1 and the applicable NASDAQ listing standards. On April 15, 2025, the Board also adopted have a general compensation clawback policy applicable to all executive officers, employees with the title of vice president in charge of a principal business unit, division, or function and other officers performing policy-making functions that provides for the discretionary recovery of incentive-based and other compensation, excluding salary but including any equity-based compensation that vests based solely based on the passage of time, in the event such employee caused or contributed to an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws or engaged in misconduct.

| • |  | “Double-Trigger” Change in Control Arrangements. All change in control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid).

| • |  | Retirement, Health and Welfare Benefits. Our Named Executive Officers participate in broad based Company sponsored health and welfare benefit programs on the same basis as our other employees, including payment of health care benefits and company matching contributions under our Section 401(k) retirement savings plan available to all employees.

| • |  | Succession Planning. We review the risks associated with our Named Executive Officer positions to ensure adequate succession plans are in place.

What We Don’t Do:

| • |  | No Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees.

| • |  | Limited Perquisites. We provide minimal perquisites and other personal benefits to our Named Executive Officers.

| • |  | Incentive Compensation Plan Payments. We do not provide minimum payments under either our short-term or long-term incentive compensation plans.

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| • |  | No Tax Payments on Perquisites. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits.

| • |  | No Tax Payments on Change in Control Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company.

| • |  | No Hedging or Pledging of our Equity Securities. Under our Securities Trading Policy, we prohibit our employees, including our executive officers, and the non-employee members of our Board from hedging or pledging our equity securities, except in certain limited circumstances where advance written approval is obtained from our Compliance Officer.

| • |  | No Stock Option Repricing. We may not reprice outstanding stock options without the prior approval of our stockholders.

| • |  | No Discounted Stock Options. We do not grant discounted stock options.

2025 Stockholder Advisory Vote on Named Executive Officer Compensation

At our 2025 Annual Meeting of Stockholders, held on June 3, 2025, we conducted a non-binding stockholder advisory vote on the compensation of our Named Executive Officers (commonly known as a “Say-on-Pay” vote). Approximately 98.2% of the votes cast approved the compensation of our Named Executive Officers for 2024.

We value the opinion of our stockholders. Our Board and the Compensation Committee will continue to consider the result of the Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our Named Executive Officers.

In addition, at our 2025 Annual Meeting our shareholders voted on the frequency of Say-on-Pay voting, and approved Say-on-Pay voting each year as our Board recommended. The Company will hold a Say-on-Pay vote at this Annual Meeting.

Executive Compensation Philosophy and Objectives

We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives and aligns our Named Executive Officers’ interests with those of our stockholders. Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being (1) to align the interests of our Named Executive Officers and stockholders and (2) to link pay with performance. We structure the annual compensation of our Named Executive Officers using three principal elements: (1) annual base salary, (2) annual cash bonus opportunities and (3) long-term equity incentive compensation opportunities in the form of equity awards. Consistent with this philosophy and approach, we have designed our executive compensation program to achieve the following primary objectives:

| • |  | provide market competitive compensation benefit levels that will attract, motivate, reward and retain a highly talented team of executives within the context of responsible cost management;

| • |  | establish a direct link between our financial and operational results and strategic objectives and the compensation of our executives;

| • |  | align the interests and objectives of our executives with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance; and

| • |  | offer total compensation opportunities to our executives that are competitive, internally consistent and fair.

We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. As described below, the Compensation Committee considers a variety of factors in formulating and proposing the appropriate yearly mix among such compensatory elements, including our compensation philosophy and the value of outstanding equity awards granted in prior years.

Compensation-Setting Process

Role of the Compensation Committee

The Compensation Committee discharges the responsibilities of our Board relating to the compensation of our Named Executive Officers. The Compensation Committee reviews and recommends to the Board for approval the compensation of the CEO and the compensation of the non-employee members of the Board. Decisions regarding the compensation of the other Named Executive Officers (“Other NEOs”) are made by the Compensation Committee in consultation with, and upon the

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recommendation of, the CEO. The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies, generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our executive officers.

In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our Named Executive Officers when making decisions with respect to their compensation.

The Compensation Committee’s authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available on the Company’s investor relations website at

https://corp.turtlebeach.com/ under the heading “Corporate Governance-Compensation Committee Charter.”

The Compensation Committee retains a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program which includes analyzing the competitive market for executive pay using a compensation peer group. However, the Compensation Committee exercises its own judgment in formulating and making decisions with respect to the compensation of our Named Executive Officers.

Setting Target Total Direct Compensation

Each year, the Compensation Committee conducts a review of the compensation arrangements of our Named Executive Officers, typically during the first fiscal quarter of the year. As part of this review, the Compensation Committee evaluates the base salary levels, annual target cash bonus opportunities and long-term incentive compensation opportunities of our Named Executive Officers and all related performance criteria.

The Compensation Committee does not establish a specific target for formulating the annual target total direct compensation opportunities of our Named Executive Officers. In formulating and making decisions about the compensation of our Named Executive Officers, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following:

| • |  | our executive compensation program objectives;

| • |  | our performance against the financial, operational and strategic objectives established by the Compensation Committee and our Board;

| • |  | each individual Named Executive Officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys;

| • |  | the scope of each Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys;

| • |  | the prior performance of each individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team;

| • |  | the potential of each individual Named Executive Officer to contribute to our long-term financial, operational and strategic objectives;

| • |  | the retention risk (and related replacement cost) of each individual Named Executive Officer;

| • |  | our CEO’s compensation relative to that of our Other NEOs;

| • |  | our financial performance relative to our peers;

| • |  | the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and

| • |  | the recommendations of our CEO with respect to the compensation of our Other NEOs, but not with respect to his own compensation.

These factors provide the framework for formulating and making decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in making these decisions, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in formulating and making its compensation decisions for our Named

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Executive Officers. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer’s role and business judgment in making their decisions.

On a biennial basis, the Compensation Committee evaluates our executive compensation levels against peer companies’ compensation programs and practices to establish our compensation levels with respect to our Named Executive Officers.

Role of Management

In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, as well as management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals (except with respect to his own compensation) with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our Other NEOs, based on his evaluation of the Other NEOs’ performance for the prior year.

The Compensation Committee reviews and discusses our CEO’s proposals and recommendations and considers them as one factor in formulating and making its decisions with respect to the compensation of our Named Executive Officers. Our CEO also attends meetings of our Board and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation.

Role of Compensation Consultant

The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the recommendations and decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair and serves at the discretion of the Compensation Committee, which reviews the engagement annually.

In 2025, the Compensation Committee engaged Compensia to serve as its compensation consultant and advise on select executive compensation matters and the selection of the compensation peer group.

During 2025, Compensia provided the following services:

| • |  | reviewed and provided recommendations with respect to the compensation peer group;

| • |  | conducted detailed market assessments of CEO and executive team compensation;

| • |  | assessed the Board compensation program relative to peer company practices;

| • |  | assisted with the preparation of the annual proxy statement and Compensation Discussion and Analysis therein;

| • |  | consulted with the Compensation Committee chair on select topics; and

| • |  | supported the Compensation Committee on other ad hoc matters throughout the year.

The terms of Compensia’s engagement include reporting directly to the Compensation Committee chair.

The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services and the fees associated with the services provided during 2025. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the NASDAQ Marketplace Rules and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

Compensation Peer Group

The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of consumer-related technology companies that are similar to Turtle Beach in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee uses to formulate and make its decisions every two years with respect to the compensation of our Named Executive Officers.

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In November 2024, the Compensation Committee conducted its annual peer group review based on established selection criteria aligned with best practices. The goal of the review is to ensure the peer group underlying our competitive market analysis is appropriate, defensible and reflective of the Company’s current business and financial profile. The selection criteria included:

| • |  | U.S.-based publicly-traded companies in the consumer-related technology industry, and to the extent possible, companies with a focus on audio and video equipment and electronic products and whose products may compete with ours and who recruit from similar employee talent pools;

| • |  | similar revenues — within a range of approximately 0.5x to approximately 2.5x of our then-trailing four quarters’ revenue; and

| • |  | similar market capitalization — within a range of approximately 0.25x to approximately 4.0x of our then-30-day average market capitalization.

Based on the review, three companies that were no longer independently publicly traded were removed (Avid Technology, Iteris and PCTEL) and two companies, in a similar industry sector and within both the revenue and market capitalization ranges, were added (NETGEAR and Ooma). In November 2024, the Compensation Committee formally approved the 2025 peer group as listed below:

Applied Optoelectronics |  | Digi International |  | Ooma*
Arlo Technologies |  | GoPro |  | PAR Technology
AstroNova |  | KVH Industries |  | Quantum
Aviat Networks |  | Lantronix |  | Universal Electronic
Corsair Gaming |  | NETGEAR* |  |

* | Denotes a new peer added for 2025

Relative to the peer group at the time of approval, Turtle Beach ranked at the 39th percentile on a last four quarters revenue basis and 54th percentile on market capitalization.

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Compensation Elements

Our executive compensation program consists of three principal elements – annual base salary, annual cash bonus opportunities and long-term incentive compensation opportunities in the form of equity awards. Our executive compensation program continues to evolve and respond to stockholder feedback. The 2025 program sought to further align our executive compensation with our performance and business strategy, and developments in our broader industry.

|  | Compensation Element |  | 2025 Program Design |  | Objective
|  | Annual Base Salary |  | Base salary adjustments were approved as part of the Compensation Committee’s periodic review of executive compensation |  | Designed to attract and retain executives by providing fixed compensation in amounts that are competitive in the market and reward performance
|  | Annual Cash Bonus Program |  | Earned based only on shared corporate financial metrics and strategic objectives Bonus payment range 0% to 150% of target performance |  | Designed to motivate executives to achieve annual business objectives and provide financial benefits when we meet or exceed these objectives
| Long-Term Incentive Compensation Program(1) |  | PSU award performance period Performance measured over 12-month periods, respectively, with additional time-based vesting for earned units over two years PSU award payment cap Total cap equal to 175% of target performance RSU award vesting requirement Equal annual increments over four years |  | Designed to align the interests of executives and stockholders by motivating executives to create sustainable long-term stockholder value

(1) | Excludes new hire award to Mr. Weinswig in fiscal year 2025.

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Annual Base Salary

Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals. We use base salary to provide each Named Executive Officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.

Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-length negotiation at the time we hire or promote the individual, taking into account his or her position, qualifications, experience, prior salary level and the base salaries of our other executive officers. Thereafter, the Compensation Committee reviews the base salaries of our Named Executive Officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary) and formulates and makes decisions for adjustments as it determines to be reasonable and necessary to reflect the scope of a Named Executive Officer’s performance, individual contributions and responsibilities, position in the case of a promotion and competitive market conditions.

In 2025, Mr. Keirn’s base salary was increased to $525,000 to better align with market levels following his first year in the CEO role.

The annual base salaries of Messrs. Keirn, Weinswig and Hanson and Ms. Wynne as of December 31, 2024 and 2025 were as follows:

Named Executive Officer |  | 2024 Annual Base Salary ($) |  | 2025 Annual Base Salary ($) |  | Percentage Adjustment (%)
Mr. Keirn |  |  |  | $475,000 |  |  |  |  | $525,000 |  |  |  |  | 11% |
Mr. Weinswig |  |  |  | — |  |  |  |  | $385,000 |  |  |  |  | — |
Ms. Wynne |  |  |  | $360,000 |  |  |  |  | $369,000 |  |  |  |  | 2.5% |
Mr. Hanson |  |  |  | $395,000 |  |  |  |  | $395,000 |  |  |  |  | 0% |

Annual Cash Bonus Program

We use an annual cash bonus program to motivate our Named Executive Officers to achieve our annual business goals. In April 2025, the Compensation Committee approved the 2025 Executive Bonus Plan to provide incentives for our Named Executive Officers to meet or exceed five key financial and shared corporate strategic objectives. For 2025, the Compensation Committee added a third financial performance goal (D2C revenues) and redistributed the weighting of certain goals – see details below. The D2C revenue metric was added to prioritize further investment in the Company’s D2C business.

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Target Annual Cash Bonus Opportunities

For purposes of the 2025 Bonus Plan, cash bonuses were to be based upon a specific percentage of each Named Executive Officer’s annual base salary. No changes were made to target bonus opportunities as a percentage of salary for 2025.

Named Executive Officer |  | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) (%) |  | 2025 Target Annual Cash Bonus Opportunity ($)
Mr. Keirn |  | 100% |  | $525,000
Mr. Weinswig(1) |  | 65% |  | $250,250
Ms. Wynne |  | 50% |  | $184,500
Mr. Hanson(2) |  | 70% |  | $276,500

(1) | Mr. Weinswig’s 2025 bonus amount was prorated to reflect his start date on February 3, 2025.

(2) | Due to Mr. Hanson’s transition to Senior Advisor on the Transition Date, he was not eligible to receive bonus payout for 2025.

Potential annual cash bonuses for our Named Executive Officers under the 2025 Bonus Plan could range from zero to a maximum of 150% of their target annual cash bonus opportunity. No payouts are earned with respect to the two shared strategic objectives (headset and controller market share growth) unless target performance is achieved or exceeded.

Corporate Financial Performance Metrics (80% weighting of Annual Cash Bonus Plan)

For 2025, Compensation Committee selected net revenue, Adjusted EBITDA, and D2C revenue as the three corporate financial performance metrics for the 2025 Bonus Plan. A strong emphasis on profitability continued, with adjusted EBITDA representing 55%, net revenue representing 20%, and D2C revenues representing 5% of the total 2025 Financial Performance Metric payout. The Compensation Committee believed these metrics would also most directly influence the creation of sustainable long-term stockholder value.

For purposes of the 2025 Bonus Plan:

| • |  | “Net Revenue” meant our GAAP net revenue, as reflected in our audited financial statements for 2025.

| • |  | “Adjusted EBITDA” meant our net income (loss) before interest, taxes, depreciation and amortization, stock-based compensation (non-cash) and certain non-recurring special items that the Compensation Committee believed are not representative of core operations.

| • |  | “D2C Revenues” meant net revenues derived from sales of products directly by the Company online.

The payment scale for each of these corporate performance metrics is set forth below. To the extent that performance for any metric was below the threshold performance level, there would be no payment with respect to that metric. In addition, the potential payment for any metric was capped at the maximum performance level. Achievement levels and payment percentages for performance between the threshold and maximum performance levels were developed by the Compensation Committee. Payment for performance for points between those reflected in the table were calculated using straight-line interpolation. Target Net Revenue and Adjusted EBITDA goals for 2025 were based on the midpoint of the Company’s financial outlook for the full year 2025 given with its quarterly earnings announced on May 8, 2025.

Performance Level |  | Net Revenue (weighted 20%) |  | Adjusted EBITDA (weighted 55%) |  | D2C Revenue (weighted 5%)
|  | Revenue ($M) |  |  | Perf. as % of Target |  | Payout as % of Target |  | Adjusted EBITDA ($M) |  | Perf. as % of Target |  | Payout as % of Target |  | D2C Revenue ($M)(1) |  | Perf. as % of Target |  | Payout as % of Target
Below Threshold |  |  | <$315.0 |  |  | < 90% |  | 0% |  | <$40.0 |  | < 80% |  | 0% |  | — |  | < 90% |  | 0%
Threshold |  |  | $315.0 |  |  | 90% |  | 65% |  | $40.0 |  | 80% |  | 50% |  | — |  | 90% |  | 65%
Target |  |  | $350.0 |  |  | 100% |  | 100% |  | $50.0 |  | 100% |  | 100% |  | — |  | 100% |  | 100%
Maximum |  |  | $420.0 |  |  | 250% |  | 150% |  | $62.5 |  | 250% |  | 150% |  | — |  | 250% |  | 150%

(1) | Specific target levels are not disclosed because such disclosure would reveal confidential commercial and financial information regarding the size and performance of the Company’s D2C business that is not otherwise disclosed in its public filings and could result in competitive harm. Nevertheless, the Compensation Committee considers performance against this measure in determining incentive payouts and establishes D2C revenue targets it believes are rigorous and aligned with the Company’s operating plan and strategic objective.

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Corporate Strategic Goals

Under the 2025 Bonus Plan, the Compensation Committee determined to use two shared corporate strategic goals. These objectives are related to worldwide market share growth in two of the Company’s primary product categories-headsets and controllers. The Compensation Committee considers these measures because they reflect continued growth of the Company’s core businesses.

The market share data is obtained from an independent third-party provider and reflects sales across the broader market. The data is subject to confidentiality and contractual restrictions imposed by the provider. Accordingly, the Company does not disclose the specific quantitative targets or results for this metric because such disclosure would violate these restrictions and could result in competitive harm. The Compensation Committee considers performance against these measures in determining incentive payouts and establishes target market share growth levels it believes are rigorous and aligned with the Company’s operating plan and strategic objectives.

Annual Cash Bonus Payments

In March 2026, the Compensation Committee determined that for 2025 our actual net revenue of $319.9 million and our actual Adjusted EBITDA of $40.1 million met the threshold performance levels and our actual D2C revenue did not meet the threshold performance level. Threshold performance levels for Total Headset Value Share Gain and Third Party Controller Value Share goals were also not met. Based on these results, our Named Executive Officers received 42% of their target annual cash bonus opportunity with respect to the corporate financial performance metrics.

Performance Metric |  | Weighting |  | Actual Payout as a Percent of Target
GAAP Net Revenue |  |  |  |
Adjusted EBITDA |  |  |  |
D2C Revenue |  |  |  |
Growth in Headset Market Share |  |  |  |
Growth in Controller Market Share |  |  |  |
Total Actual Payment |  |  |  |

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The following table sets forth the target annual cash bonus opportunities and the actual performance achievement.

Annual cash bonus payments made to NEOs for 2025 as approved by the Compensation Committee and Board on March 10, 2026 were as follows:

Named Executive Officer |  | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) (%) |  | 2025 Target Annual Cash Bonus Opportunity ($) |  | Earned Bonus Payment
Mr. Keirn |  |  |  | 100% |  |  |  |  | $525,000 |  |  |  |  | $219,214 |
Mr. Weinswig(1) |  |  |  | 65% |  |  |  |  | $230,230 |  |  |  |  | $96,133 |
Ms. Wynne |  |  |  | 50% |  |  |  |  | $184,500 |  |  |  |  | $77,038 |
Mr. Hanson(2) |  |  |  | 70% |  |  |  |  | $276,500 |  |  |  |  | $0 |

(1) | Mr. Weinswig’s earned bonus amount was prorated at 92% to reflect his start date on February 3, 2025.

(2) | Due to Mr. Hanson’s transition to Senior Advisor on the Transition Date, Mr. Hanson was not eligible to receive a bonus for 2025.

Long-Term Incentive Compensation

Long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, retain and reward qualified and experienced executive officers in a highly competitive market. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executive officers without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our Common Stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for our stockholders.

In 2025, the Compensation Committee used a combination of performance-based PSU awards and time-based RSU awards that may be earned and settled for shares of our Common Stock to motivate and reward our Named Executive Officers for long-term increases in the value of our Common Stock. The Compensation Committee believes that a portfolio of PSU awards and RSU awards appropriately balances the incentive benefits of a performance-based equity award vehicle with the retention and stockholder anti-dilution objectives of a time-based equity award vehicle, enabling us to use our equity compensation resources efficiently. The Compensation Committee believes that these equity awards align the interests of our Named Executive Officers with the interests of our stockholders by providing a significant incentive for them to manage our business from the perspective of an owner with an equity stake in the outcome of our financial and operational results and help us to achieve our retention objectives.

In the case of PSU awards, the Compensation Committee believes these awards provide a direct link between compensation and stockholder return, thereby motivating our Named Executive Officers to focus on and strive to achieve both our annual and long-term financial and strategic goals. In the case of RSU awards, because the value of RSU awards increases with any increase in the value of the underlying shares of our Common Stock, RSU awards also serve as an incentive that aligns the long-term interests of our Named Executive Officers with the interests of our stockholders. In addition, because RSU awards represent the right to receive shares of our Common Stock upon settlement and have value even in the absence of stock price appreciation, the Compensation Committee believes that we are able to incentivize and retain our Named Executive Officers using fewer shares of our Common Stock than would be necessary if we used other equity vehicles, such as stock options, to provide an equity stake in the Company.

To date, the Compensation Committee has not applied a rigid formula in determining the size of the equity awards to be granted, instead the Compensation Committee has exercised its judgment as to the amount of the awards after taking into consideration:

| • |  | a competitive market analysis prepared by its compensation consultant,

| • |  | the recommendations of our CEO (except with respect to his own equity award),

| • |  | the remaining prospective incentive and retention value of the outstanding equity holdings of each Named Executive Officer (including the current economic value of his unvested equity holdings),

| • |  | the projected impact of the proposed awards on our earnings,

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##### Table of Contents

Compensation Discussion and Analysis

| • |  | the proportion of our total shares outstanding used for annual long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group and the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group, as well as

| • |  | the other factors described in “Compensation-Setting Process-Setting Target Total Direct Compensation” above.

Based upon these factors, the Compensation Committee formulates and determines the size of each equity award it decides to grant at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.

2025 Annual Equity Awards

In April 2025, as part of its annual review of our executive compensation program, the Compensation Committee determined to grant our Named Executive Officers, including Mr. Keirn and Ms. Wynne, PSU awards and RSU awards. As part of his new-hire package, Mr. Weinswig received an initial RSU grant under the 2025 program and did not receive any PSUs. To further reinforce the importance of driving stock price appreciation and shareholder value, as well as achieving rigorous EBITDA goals over the next 12 months, the Compensation Committee set the percentage of the target equity value awarded in PSUs to 60% and in RSUs to 40%. The 2025 equity awards and approved target grant values were as follows:

Named Executive Officer |  | Number of RSUs |  | RSU Grant Value (40% of Total Value) |  | Number of PSUs (At Target) |  | PSU Grant Value (60% of Total Value) |  | Total Grant Target Value
Mr. Keirn |  |  |  | 34,176 |  |  |  |  | $500,000 |  |  |  |  | 51,264 |  |  |  |  | $750,000 |  |  |  |  | $1,250,000 |
Mr. Weinswig(1) |  |  |  | 107,016 |  |  |  |  | $1,800,000 |  |  |  |  | 0 |  |  |  |  | $0 |  |  |  |  | $1,800,000 |
Ms. Wynne |  |  |  | 11,620 |  |  |  |  | $170,000 |  |  |  |  | 17,429 |  |  |  |  | $255,000 |  |  |  |  | $425,000 |
Mr. Hanson(2) |  |  |  | 0 |  |  |  |  | $0 |  |  |  |  | 0 |  |  |  |  | $0 |  |  |  |  | $0 |

(1) | Mr. Weinswig’s RSU grant at hire was a one-time new-hire award and was not part of the Company’s annual equity grant program.

(2) | Due to Mr. Hanson’s transition to Senior Advisor on the Transition Date, Mr. Hanson did not receive any equity awards.

2025 RSU Awards

The 2025 RSU awards granted to Mr. Keirn and Ms. Wynne vest over a four-year period, with one-quarter of the RSUs subject to the award vesting on April 1, 2026, and the remainder of the RSUs subject to the award vesting in equal annual installments until April 1, 2029, contingent upon the applicable Named Executive Officer’s continued employment with or service to us through each applicable vesting date. The new-hire RSU award granted to Mr. Weinswig vests over a four-year period, with one-quarter of the RSUs subject to the award vesting on February 3, 2026 and the remainder of the RSUs subject to the award vesting in equal quarterly installments until February 3, 2029, contingent upon the Mr. Weinswig’s continued employment with or service to us through each applicable vesting date. The RSUs represent a contingent right to receive one share of our Common Stock for each unit that vests, or cash with a value equal to the fair market value of the underlying Common Stock, or a combination thereof. The RSU awards are subject to the terms of the 2023 Stock-Based Incentive Compensation Plan (the “2023 Stock Plan”) and the applicable award agreement.

2025 PSU Awards

The 2025 PSU awards were designed to reward achievement of rigorous stock price appreciation and emphasize the importance of EBITDA as a measure of success in both the near and long-term of the business strategy. As such, 50% of the PSUs granted on April 1, 2025 are earned based upon stock price appreciation relative to the iShares Russell 2000 Value ETF (“Stock Price Change PSUs”) and 50% are earned based on meeting and exceeding Adjusted EBITDA goals (“AEBITDA PSUs”).

Payout for each metric is subject to a threshold performance level and capped at a maximum payout level. The maximum payout for the 2025 PSU awards is 175% of target PSUs awarded.

Earned shares vest in 3 equal installments with the first installment vesting upon certification of results following the conclusion of the performance period (ending May 1, 2026) and the other two installments vesting on April 1, 2027 and April 1, 2028. Any unearned shares are forfeited.

In the event of a change in control of the Company, with respect to the 2025 PSU awards, the performance period will be truncated at the change in control date. The number of units earned is equal to the greater of (i) if performance is measurable

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Compensation Discussion and Analysis

(as determined by the Compensation Committee), the number of units that would have vested based on actual performance achieved as of the change in control date, or (ii) the target awarded. Earned units are converted to time-based RSUs vesting according to the original terms of the award. In the event that a Named Executive Officer’s employment is terminated without “cause” or such Named Executive Officer resigns for “good reason” during the one-year period immediately following the change in control of the Company, then the vesting of the time-based RSU award earned pursuant to the foregoing sentence will be accelerated in full.

2025 Stock Price Change PSUs

To reinforce the importance of driving stock price appreciation, 50% of the 2025 PSUs are earned only if our shareholders realize returns that exceed that of the iShares Russell 2000 Value ETF (“Benchmark Index”). Performance for both the Company’s common stock and the Benchmark Index are calculated based on the change in the closing price on May 1, 2025 and the volume-weighted average price for the thirty (30) day period ending on May 1, 2026 (“Performance Period”).

No PSUs are earned if the stock price appreciation over the Performance Period does not exceed the Benchmark Index by 0.001 percentage points. The maximum number of PSUs that may become earned for stock price appreciation of at least 25 percentage points above the Benchmark Index is 200% of target PSUs. The table below outlines the respective performance and payout levels, with payouts between performance levels interpolated on a straight-line basis.

Performance Level |  | TBCH Percentage Point Change vs. Index |  | Percent of PSUs Earned
Below Threshold |  |  |  | Equal to or Below Index |  |  |  |  | 0% |
Threshold |  |  |  | + 0.001% |  |  |  |  | 100% |
|  |  |  | + 5.0% |  |  |  |  | 120% |
|  |  |  | +10.0% |  |  |  |  | 140% |
|  |  |  | +15.0% |  |  |  |  | 160% |
|  |  |  | +20.0% |  |  |  |  | 180% |
Maximum |  |  |  | +25.0% |  |  |  |  | 200% |

2025 AEBITDA PSUs

To align with our EBITDA financial goals, 50% of the PSUs are awarded in connection with achieving Adjusted EBITDA (“AEBITDA”) goals set for fiscal year 2025, measured from January 1, 2025 through December 31, 2025 and as reported in our Form 10-K. No 2025 AEBITDA PSUs are earned if performance does not exceed a threshold performance level and payout is capped at 150% of target PSUs. The table below outlines the respective performance and payout levels, with payouts between performance levels interpolated on a straight-line basis.

Performance Level |  | Performance as a Percent of Target |  | Adjusted EBITDA ($M) |  | Percent of PSUs Earned
Threshold |  |  |  | 80.0% |  |  |  |  | $40.0 |  |  |  |  | 50% |
Target |  |  |  | 100.0% |  |  |  |  | $50.0 |  |  |  |  | 100% |
Maximum |  |  |  | 125.0% |  |  |  |  | $62.5 |  |  |  |  | 150% |

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##### Table of Contents

Compensation Discussion and Analysis

2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025

PSU awards granted in 2024 represented 70% of total annual equity value granted to our Named Executive Officers in 2024, with 50% earned based on the achievement of a stock price goal, measured at the end of a 13-month performance period (April 1, 2024 through May 9, 2025) and 50% earned based on Adjusted EBITDA performance, measured at the end of a 12 month performance period (Q2 2024 through Q1 2025). In May 2025, the Compensation Committee reviewed and evaluated our PSU awards granted in 2024 relative to stock price growth and adjusted EBITDA against the performance levels set forth below.

Performance Level |  | Stock Price PSUs (50%) |  | Adjusted EBITDA PSUs (50%)
|  | Stock Price Goal |  | Performance as % of Target |  | Percent of PSUs Earned |  | AEBITDA Goal ($M) |  | Performance as % of Target |  | Percent of PSUs Earned
Below Threshold |  |  |  | $16.76 |  |  |  |  | <75% |  |  |  |  | 0% |  |  |  |  | <$54.0 |  |  |  |  | <80% |  |  |  |  | 0% |
Threshold |  |  |  | $16.76 |  |  |  |  | 75% |  |  |  |  | 50% |  |  |  |  | $54.0 |  |  |  |  | 80% |  |  |  |  | 50% |
Target |  |  |  | $22.35 |  |  |  |  | 100% |  |  |  |  | 100% |  |  |  |  | $67.5 |  |  |  |  | 100% |  |  |  |  | 100% |
Maximum |  |  |  | $27.94 |  |  |  |  | 125% |  |  |  |  | 200% |  |  |  |  | $84.4 |  |  |  |  | 125% |  |  |  |  | 150% |
Actual Performance |  |  |  |  |  |  |  |  | <75% |  |  |  |  | 0% |  |  |  |  | $59.2 |  |  |  |  | 87.4% |  |  |  |  | 68.59% |

Total shares earned for the PSUs granted in 2024 with respect to the performance period ending in 2025 equaled 34.3% of target PSUs, with 33% vesting on May 9, 2025, 33% vesting on April 1, 2026 and 34% vesting on April 1, 2027. All unearned shares were forfeited.

|  | 2024 Stock Price PSUs |  | 2024 AEBITDA PSUs |  | Total PSUs Earned for 2024/2025 Performance
Named Executive Officer |  | Target PSUs (#) |  | Actual PSUs (#) |  | Target PSUs (#) |  | Actual PSUs (#) |  | Target PSUs (#) |  | Actual PSUs Earned (#)
Mr. Keirn |  |  |  | 30,576 |  |  |  |  | 0 |  |  |  |  | 30,577 |  |  |  |  | 20,971 |  |  |  |  | 61,153 |  |  |  |  | 20,971 |
Mr. Hanson |  |  |  | 10,192 |  |  |  |  | 0 |  |  |  |  | 10,192 |  |  |  |  | 6,990 |  |  |  |  | 20,384 |  |  |  |  | 6,990 |
Ms. Wynne |  |  |  | 8,154 |  |  |  |  | 0 |  |  |  |  | 8,154 |  |  |  |  | 5,592 |  |  |  |  | 16,308 |  |  |  |  | 5,592 |

2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025

In March 2026, the Compensation Committee reviewed and evaluated our 2025 market share growth and adjusted EBITDA as a percentage of net revenue against performance levels set at the time of grant in April 2023 for purposes of the third period of the 2023 PSU Awards. The Compensation Committee determined that our actual 2025 market share growth of was -5.4%, resulting in a payout of 10.4%. The Compensation Committee also determined that our 2025 adjusted EBITDA margin was 12.53%, resulting in a payout of 184.5%. Total shares earned for the 2025 period at 97.4% of target are outlined below.

|  | 2023 Market Growth PSUs: 2025 Performance |  | 2023 EBITDA Margin PSUs: 2025 Performance |  | Total PSUs Earned for 2025 Performance
Named Executive Officer |  | Target PSUs (#) |  | Actual PSUs (#) |  | Target PSUs (#) |  | Actual PSUs (#) |  | Target PSUs (#) |  | Actual PSUs Earned (#)
Mr. Keirn |  |  |  | 2,040 |  |  |  |  | 211 |  |  |  |  | 2,040 |  |  |  |  | 3,763 |  |  |  |  | 4,080 |  |  |  |  | 3,974 |
Ms. Wynne |  |  |  | 1,785 |  |  |  |  | 185 |  |  |  |  | 1,785 |  |  |  |  | 3,293 |  |  |  |  | 3,570 |  |  |  |  | 3,478 |

(1) | Mr. Hanson forfeited the remainder of his unvested 2023 PSU awards on the Separation Date.

Health and Welfare Benefits

Our Named Executive Officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried U.S. employees. These benefits include, but are not limited to, medical, dental, and vision insurance, group life insurance, an employee assistance program, health savings and flexible spending accounts, advocacy resources, short-term and long-term disability insurance and supplemental insurance. We also provide vacation and other paid holidays to all employees, including our Named Executive Officers.

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Compensation Discussion and Analysis

We maintain a Section 401(k) retirement savings plan (the “Section 401(k) Plan”) for the benefit of our eligible employees, including our Named Executive Officers, under which participants are permitted to contribute a percentage of their compensation on a pre-tax basis, subject to limits in the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Our executive officers are eligible to participate in the Section 401(k) Plan on the same basis as our other employees.

We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

Currently, we do not provide perquisites or other personal benefits to our Named Executive Officers except as generally made available to our employees. In 2025, none of our Named Executive Officers received perquisites or other personal benefits in amounts equal to or greater than $10,000.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Other Compensation Policies

Hedging and Pledging Restrictions

Under our Securities Trading Policy, our employees (including our Named Executive Officers) and the non-employee members of our Board are prohibited from engaging in the following transactions:

| • |  | Short Sales. Short sales of our securities, unless part of an approved hedging transaction as described below. In addition, Section 16(c) of the Exchange Act prohibits our executive officers and the non-employee members of our Board from engaging in short sales.

| • |  | Publicly-Traded Options. Transactions in put options, call options or other derivative securities of the Company on an exchange or in any other organized market.

| • |  | Hedging Transactions. Hedging or monetization transactions through a number of possible mechanisms, including financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, unless approved in advance by our Compliance Officer.

| • |  | Margin Accounts and Pledges. Holding our securities in a margin account where such securities could be sold to meet a margin call or pledging such securities as collateral for a loan, unless subject to advance written approval by our Compliance Officer.

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##### Table of Contents

Compensation Discussion and Analysis
Compensation Recoupment
Policies
In the event that we are required to restate our financial statements due to material
non-compliance
with any financial reporting requirements under the federal securities laws, our Board will take such action as it deems necessary to remedy the misconduct, prevent its recurrence, and, if appropriate based on all relevant facts and circumstances, take remedial action against any responsible employee or Named Executive Officer in a manner it deems appropriate.
Under the Executive Management Compensation Recoupment and Clawback Provision of our Code of Conduct, our Board will, to the fullest extent permitted by governing law, and as our Board deems necessary and appropriate, require reimbursement of any bonus or incentive compensation awarded to a Named Executive Officer or employee or effect the cancellation of unvested restricted, deferred stock awards previously granted to a Named Executive Officer or employee if and to the extent that: (i) the amount of the bonus, incentive compensation, or stock award was calculated based upon the achievement of certain financial results that would not have been met had the financial results been properly reported, (ii) the Named Executive Officer or employee engaged in intentional misconduct that caused or partially caused the need for the restatement, and (iii) the amount of the bonus, incentive compensation, or stock award that would have been awarded to the Named Executive Officer or employee had the financial results been properly reported would have been lower than the amount actually awarded.
Effective December 1, 2023, the Board adopted the Compensation Recoupment Policy (the “
Mandatory Clawback Policy
”), based upon the recommendation of the Compensation Committee. The Mandatory Clawback Policy is designed to comply with Section 10D of the Exchange Act, the rules promulgated thereunder and applicable Nasdaq listing standards and applies to current and former Executive Officers (as defined in the Mandatory Clawback Policy). Pursuant to the Mandatory Clawback Policy, in the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under applicable securities laws, the Company will recover erroneously awarded Incentive-Based Compensation (as defined in the Mandatory Clawback Policy) from its Executive Officers. The Mandatory Clawback Policy was filed with the SEC on March 13, 2024 as Exhibit 97.1 to our Annual Report on Form
10-K
for the fiscal year ended December 31, 2023.
Effective April 15, 2025, the Board adopted a
General
Compensation Clawback Policy (the “
Discretionary
Clawback
Policy
”) applicable to all executive officers (including Named Executive Officers), employees with the title of vice president in charge of a principal business unit, division, or function and other officers performing policy-making functions. Pursuant to the Discretionary Clawback Policy, the Company may recover incentive-based and other compensation, excluding salary but including any equity-based compensation that vests based solely based on the passage of time, from such Named Executive Officers and employees in the event they cause or contribute to an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws or engaged in misconduct.
Equity Award Grant Policy
The Compensation Committee has adopted a policy to facilitate compliance with applicable legal, accounting and tax requirements in connection with the grant of equity awards, including, but not limited to, stock options and RSU awards. Generally, the Compensation Committee expects annual equity awards to be granted to certain current employees in the month of April each year (the “
Annual Grants
”), consistent with past practice. In addition, the Compensation Committee will seek to grant all equity awards other than Annual Grants on the 16th day of the second month of each calendar quarter (a “
Target Grant Date
”) and will generally avoid doing so during the period starting 14 days prior to the date of the public issuance of any press release disclosing our results of operation and financial condition and ending 10 days after such date (the “
Limited Period
”). Notwithstanding the foregoing, if a Target Grant Date falls within a Limited Period, the applicable equity awards will still be granted on the Target Grant Date unless our General Counsel or Chief Compliance Officer determines that circumstances would render it advisable to delay the grant of the awards until after the end of the Limited Period.
Stock Ownership Guidelines
We maintain stock ownership guidelines for the
non-employee
members of our Board and our CEO. Under the guidelines, our CEO must own shares of our Common Stock and vested awards with a value equal to three times his annual base salary within five years of appointment. Mr. Keirn has the last trading date of 2029 to achieve this guideline. Additional information on stock ownership guidelines for the
non-employee
members of our Board can be found under “
Director Compensation
”.
Risks Related to Our Compensation Policies and Practices
The Compensation Committee is responsible for reviewing the Company’s compensation policies and practices to assess whether they lead to excessive risk-taking behavior. In connection with such review, the management team performed a risk assessment of our executive and employee incentive and equity compensation programs and governance practices. The purpose of this review was to determine whether such programs might encourage excessive risk-taking behavior that could be reasonably likely to have a material adverse effect on the Company.

|  | 43 |  |

Table of Contents
Compensation Discussion and Analysis
Management’s assessment of 2025 compensation policies and practices took into consideration many factors, including but not limited to:

| • |  | Compensation philosophy;

| • |  | Pay mix;

| • |  | Performance measures (non-sales plans);

| • |  | Goal setting and payout formula (non-sales plans);

| • |  | Payment and timing adjustments (non-sales plans);

| • |  | Sales commission plans;

| • |  | Equity incentive structure and policies;

| • |  | Risk mitigators (ownership guidelines, clawback policies, Securities Trading Policy, etc.);

| • |  | Controls; and

| • |  | General governance and other Compensation Committee charter items.

Compensia, the Compensation Committee’s independent compensation consultant, reviewed management’s assessment and agreed with the findings. The Compensation Committee then reviewed the findings and concluded that the Company’s compensation policies and practices do not provide incentives to take risks that could be reasonably likely to have a material adverse effect on the Company.
Tax and Accounting Considerations
The Compensation Committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program.
Deductibility of Executive Compensation
Under Section 162(m) of the Code, compensation paid to our “covered employees” (which generally includes the chief executive officer, chief financial officer and the next three most highly compensated officers), and except for certain “grandfathered” arrangements, will not be deductible to the extent it exceeds $1 million. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.
Accounting for Stock-Based Compensation
The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our Named Executive Officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“
ASC Topic 718
”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our Named Executive Officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

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##### Table of Contents

Compensation Committee Interlocks and Insider Participation

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Each of Libby B. Bush, Julia W. Sze and William Wyatt served as members of the Compensation Committee throughout fiscal year 2025, and William Wyatt served as chair of the Compensation Committee throughout fiscal year 2025. None of such persons is or was formerly an officer of the Company. During 2025, no interlocking relationships existed between any member of the Company’s Board or Compensation Committee and any member of the board of directors or compensation committee of any other company. Certain transactions and relationships between the Company and certain of its officers and directors are set forth below in the section titled “Certain Relationships and Related Person Transactions.”

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##### Table of Contents

Compensation Committee Report

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on such review and discussion, our Compensation Committee recommended to the full Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

COMPENSATION COMMITTEE

William Wyatt, Chair

Libby B. Bush

Julia W. Sze

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##### Table of Contents

Executive Compensation

EXECUTIVE COMPENSATION

The following tables provide information regarding the compensation of our Named Executive Officers for 2025, 2024, and 2023.

2025 Summary Compensation Table

Name and Principal Position |  | Fiscal Year |  |  | Salary $(1) |  |  | Bonus $ |  |  | Stock Awards $(2) |  |  | Option Awards $ |  |  | Non-Equity Incentive Plan Compensation $(3) |  |  | All Other Compensation $(4) |  |  | Total ($) |
Cris Keirn |  |  | 2025 |  |  | $ | 513,462 |  |  |  | — |  |  | $ | 1,333,548 |  |  | $ | 0 |  |  | $ | 219,214 |  |  | $ | 59,568 |  |  | $ | 2,125,792 |
Chief Executive Officer |  |  | 2024 |  |  | $ | 477,769 |  |  |  | — |  |  | $ | 1,525,522 |  |  | $ | 0 |  |  | $ | 394,540 |  |  | $ | 51,657 |  |  | $ | 2,449,488 |
|  |  | 2023 |  |  | $ | 390,000 |  |  |  | — |  |  | $ | 460,658 |  |  | $ | 0 |  |  | $ | 313,746 |  |  | $ | 49,078 |  |  | $ | 1,213,482 |
Mark Weinswig(5) Chief Financial Officer |  |  | 2025 |  |  | $ | 347,981 |  |  | $ | 100,000 |  |  | $ | 1,800,009 |  |  | $ | 0 |  |  | $ | 96,133 |  |  | $ | 41,331 |  |  | $ | 2,385,454 |
Megan Wynne(6) General Counsel and Secretary |  |  | 2025 |  |  | $ | 366,923 |  |  |  | — |  |  | $ | 453,396 |  |  | $ | 0 |  |  | $ | 77,038 |  |  | $ | 26,300 |  |  | $ | 923,657 |
John T. Hanson(7) |  |  | 2025 |  |  | $ | 238,519 |  |  |  | — |  |  | $ | 0 |  |  | $ | 0 |  |  | $ | 0 |  |  | $ | 22,521 |  |  | $ | 261,040 |
Former Chief Financial Officer and Treasurer |  |  | 2024 |  |  | $ | 410,192 |  |  |  | — |  |  | $ | 500,398 |  |  | $ | 0 |  |  | $ | 229,664 |  |  | $ | 31,664 |  |  | $ | 1,171,918 |
|  | 2023 |  |  | $ | 389,615 |  |  |  | — |  |  | $ | 450,900 |  |  | $ | 0 |  |  | $ | 256,169 |  |  | $ | 30,235 |  |  | $ | 1,126,919 |

(1) | Reflects total cash salary paid to each Named Executive Officer during each calendar year.

(2) | Amounts shown in this column do not reflect actual compensation received by the Named Executive Officers. The “Stock Awards” column reports the grant date fair value of stock awards, which for 2025 included a PSU award and a RSU award for Mr. Keirn and Ms. Wynne and a RSU award for Mr. Weinswig, in accordance with the provisions of ASC 718 for awards granted during the applicable year and assume no forfeiture rate derived in the calculation of the grant date fair market value. Assumptions used in calculating the value of stock awards are included in Note 9 in the notes to our financial statements included in our most recent Annual Report on Form 10-K. As the PSU awards granted in 2025 are subject to performance conditions, the amount reported in the table above reflects the value at grant date based upon the probable outcome of such conditions as of the grant date. Assuming the maximum performance level was probable on the grant date, the grant date fair value for the PSU awards would have been $1,458,717 for Mr. Keirn and $495,942 for Ms. Wynne. See “Compensation Discussion and Analysis-2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025” for the year 3 vesting amounts of PSU awards granted in 2023 and “Compensation Discussion and Analysis-2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025” for the vesting amounts of PSU awards granted in 2024.

(3) | Amounts reflect actual payouts under the 2025 Bonus Plan.

(4) | The amounts reported in the “All Other Compensation” column include the employer portion of payments pursuant to the Company’s medical and dental plans and matching of 401(k) contributions available to all employees.

(5) | Mr. Weinswig was appointed Chief Financial Officer on February 3, 2025. Mr. Weinswig received a cash signing bonus of $100,000 upon his appointment.

(6) | Ms. Wynne was appointed a named executive officer on February 28, 2025.

(7) | Mr. Hanson ceased serving as Chief Financial Officer and Treasurer on the Transition Date.

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Executive Compensation

Grants of Plan-Based Awards Table

The following table sets forth each grant made to our Named Executive Officers in 2025 under the plans established by the Company in the amounts granted on such dates.

|  |  |  |  | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |  |  | Estimated Future Payouts Under Equity Incentive Plan Awards(2) |  |  |  |  |  |  |
Name(3) |  | Grant Date |  |  | Threshold ($) |  |  | Target ($) |  |  | Maximum ($) |  |  | Threshold (#) |  |  | Target (#) |  |  | Maximum (#) |  |  | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) |  |  | Grant Date Fair Value of Stock Awards ($)(5) |
Cris Keirn |  |  | 4/2/2025 |  |  | $ | 229,688 |  |  | $ | 525,000 |  |  | $ | 787,500 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 4/1/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 25,632 |  |  |  | 51,264 |  |  |  | 89,712 |  |  |  |  |  |  | $ | 833,553 |
|  |  | 4/1/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 34,176 |  |  | $ | 499,995 |
Mark Weinswig |  |  | 4/2/2025 |  |  | $ | 100,726 |  |  | $ | 230,230 | (6) |  | $ | 345,345 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 4/1/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 107,016 |  |  | $ | 1,800,009 |
Megan Wynne |  |  | 4/2/2025 |  |  | $ | 80,719 |  |  | $ | 184,500 |  |  | $ | 276,750 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 4/1/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 8,714 |  |  |  | 17,429 |  |  |  | 30,500 |  |  |  |  |  |  | $ | 283,396 |
|  | 4/1/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 11,620 |  |  | $ | 170,001 |

(1) | These columns consist of the annual cash bonus opportunities for 2025 calculated at the threshold, target and maximum amounts payable pursuant to the terms of the 2025 Bonus Plan. In calculating the threshold, target and maximum amounts, the applicable amount for each bonus factor was determined at each of threshold, target and maximum and then the respective amounts were aggregated within each level to produce the aggregate threshold, target and maximum amounts across all of the bonus factors. The actual payout amounts could vary from the amounts in the table if one or more bonus factors are not achieved. See the “Compensation Discussion and Analysis” for a description of the 2025 Bonus Plan and the “2025 Summary Compensation Table” above for the actual amounts earned and/or paid out under the 2025 Bonus Plan.

(2) | These columns reflect the threshold, target, and maximum number of units payable under the PSU awards granted on April 1, 2025. For purposes of the threshold number of units payable under the PSU awards, the number of units was determined based on 50% of the target number of units. For purposes of the maximum number of units payable under the PSU awards, the number of units was determined based on 175% of the target number of units. See the “Compensation Discussion and Analysis” for a description of the performance metrics applicable to the PSU awards granted in 2025. The actual payout amounts depend on the satisfaction of the performance metrics over the applicable performance period. Grant date values are determined in accordance with ASC Topic 718.

(3) | Mr. Hanson did not receive any grants of plan-based awards in 2025.

(4) | This column reflects the number of time-based RSUs granted to our Named Executive Officers in 2025.

(5) | Grant date values are determined in accordance with ASC Topic 718. See the “Compensation Discussion and Analysis” for further discussion of the RSUs granted in 2025.

(6) | Mr. Weinswig’s 2025 target bonus amount is prorated at 92% based on his start date of February 3, 2025.

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Executive Compensation

2025 Outstanding Equity Awards at Fiscal Year-End Table

The following table presents information regarding all outstanding equity awards held by each of our Named Executive Officers on December 31, 2025.

|  |  |  |  | Options Awards |  |  | Stock Awards |
Name |  | Grant Date |  |  | Number of Securities Underlying Options Exercisable (#)(1) |  |  | Number of Securities Underlying Options Unexercisable (#) |  | Option Exercise Price ($) |  |  | Option Expiration Date |  |  | Number of Shares or Units of Stock that Have not Vested (#) |  |  | Market Value of Shares or Units of Stock that Have not Vested ($) |  |  | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have not Vested (#) |  |  | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights that Have not Vested ($)(8) |
Cris Keirn |  |  | 4/1/2019 |  |  |  | 19,167 |  |  | 0 |  | $ | 12.10 |  |  |  | 4/1/2029 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 4/1/2020 |  |  |  | 12,605 |  |  | 0 |  | $ | 5.95 |  |  |  | 4/1/2030 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 4/1/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 5,250 | (2) |  | $ | 73,658 |  |  |  |  |  |  |  |  |
|  | 4/1/2023 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 14,000 | (3) |  | $ | 196,420 |  |  |  |  |  |  |  |  |
|  | 4/1/2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 19,656 | (4) |  | $ | 275,774 |  |  |  |  |  |  |  |  |
|  | 4/1/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 34,176 | (5) |  | $ | 479,489 |  |  |  |  |  |  |  |  |
|  | 4/1/2023 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,080 | (7) |  | $ | 57,242 |
|  | 4/1/2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 14,051 | (7) |  | $ | 197,129 |
|  | 4/1/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 51,264 | (7) |  | $ | 719,234 |
Mark Weinswig |  |  | 2/3/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 107,016 | (6) |  | $ | 1,501,434 |  |  |  |  |  |  |  |  |
Megan Wynne |  |  | 11/13/2017 |  |  |  | 3,106 |  |  | 0 |  | $ | 2.04 |  |  |  | 11/13/2027 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 4/11/2018 |  |  |  | 4,551 |  |  | 0 |  | $ | 3.12 |  |  |  | 4/11/2028 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 4/1/2019 |  |  |  | 18,209 |  |  | 0 |  | $ | 12.10 |  |  |  | 4/1/2029 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 4/1/2020 |  |  |  | 31,875 |  |  | 0 |  | $ | 5.95 |  |  |  | 4/1/2030 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 4/1/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,500 | (2) |  | $ | 63,135 |  |  |  |  |  |  |  |  |
|  | 4/1/2023 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 12,250 | (3) |  | $ | 171,868 |  |  |  |  |  |  |  |  |
|  | 4/1/2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 5,241 | (4) |  | $ | 73,531 |  |  |  |  |  |  |  |  |
|  | 4/1/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 11,620 | (5) |  | $ | 163,029 |  |  |  |  |  |  |  |  |
|  | 4/1/2023 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 3,570 | (7) |  | $ | 50,087 |
|  | 4/1/2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 3,747 | (7) |  | $ | 52,569 |
|  | 4/1/2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 17,429 | (7) |  | $ | 244,529 |
John T. Hanson |  |  | — |  |  |  | — |  |  | — |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |

(1) | These options were all vested and exercisable as of December 31, 2025.

(2) | As of December 31, 2025, these RSU awards vest in equal annual installments until April 1, 2026.

(3) | As of December 31, 2025, these RSU awards vest in equal annual installments until April 1, 2027.

(4) | As of December 31, 2025, these RSU awards vest in equal annual installments until April 1, 2028.

(5) | As of December 31, 2025, one-quarter of these RSU awards will vest on April 1, 2026, with the remainder of the RSU awards vesting in equal annual installments until April 1, 2029.

(6) | As of December 31, 2025, one-quarter of these RSU awards will vest on February 3, 2026, with the remainder of the RSU awards vesting in equal quarterly installments until February 3, 2029.

(7) | Amounts related to PSU awards granted in 2023 reflect the third tranche of the three-year performance period ended December 31, 2025, and amounts related to the PSU awards granted in 2024 reflect the remaining unvested shares based on the performance period for the 2024 PSUs ended May 9, 2025. Earned shares related to the 2023 and 2024 PSU awards vested April 1, 2026. Amounts related to the PSU awards granted in 2025 are subject to a 16-month performance period, commencing on January 1, 2025 and ending December 31, 2025 for the AEBITDA PSUs and commencing May 1, 2025 and ending May 1, 2026 for the Stock Price Change PSUs. The amounts shown assume target performance (100%) is achieved for the awards granted in 2023 and 2025. The amounts shown for the awards granted in 2024 reflect time-based vesting of the remaining two tranches of such awards based on actual performance (68.59%).

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(8) | The market value is based on the closing market price of our Common Stock on December 31, 2025 ($14.03 per share). The actual payout values will depend, among other things, our actual performance through the end of the applicable performance periods and our future stock price.

2025 Option Exercises and Stock Vested Table

The following table sets forth information concerning each exercise of stock options and the vesting of restricted stock by our Named Executive Officers during 2025.

|  | Option Awards |  |  | Stock Awards |
Name |  | Number of Shares Acquired on Exercise (#)(1) |  |  | Value Realized on Exercise ($)(2) |  |  | Number of Shares Acquired on Vesting (#)(3) |  |  | Value Realized on Vesting ($)(4) |
Cris Keirn |  |  | — |  |  |  | — |  |  |  | 45,618 |  |  | $ | 640,334 |
Mark Weinswig |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Megan Wynne |  |  | — |  |  |  | — |  |  |  | 31,306 |  |  | $ | 450,789 |
John T. Hanson |  |  | 79,484 |  |  | $ | 628,898 |  |  |  | 40,320 |  |  | $ | 580,861 |

(1) | Reflects options exercised during 2025.

(2) | Amount calculated by determining the difference between the market price of the underlying options at exercise and the exercise price of the options.

(3) | Reflects vesting and payment of PSUs and RSUs granted in 2021 – 2024.

(4) | Amount calculated using the closing price per share of our stock on the applicable vesting dates.

CEO Pay Ratio

SEC rules require us to disclose the annual total compensation of our PEO for 2025, Mr. Keirn, the median of the annual total compensation of all our employees other than our PEO, as well as their ratio to each other (the “CEO Pay Ratio”). The annual total compensation for Mr. Keirn, and for the median of the annual total compensation of all employees is calculated in accordance with SEC rules applicable to the 2025 Summary Compensation Table. For 2025, these amounts were as follows:

| • |  | Our PEO’s annual total compensation: $2,125,792

| • |  | Our median compensated employee’s annual total compensation: $93,574

| • |  | CEO Pay Ratio: 23 to 1

For 2025, we identified a new median employee because, as permitted by Instruction 2 to Item 402(u), the previously identified median employee had been used for three consecutive years.

The methodology used to identify our median employee for fiscal year 2025 was based on annual total compensation paid and we chose December 31, 2025 as the determination date. On the determination date, we had 290 employees, of which 268 were full-time salaried employees, with the remaining being contract employees. We annualized compensation of employees who were not employed with us for the full year. Consistent with past years, for our consistently applied compensation measure we used regular earnings paid in 2025, with compensation converted to U.S. dollars using the average exchange rate over 2025 for employees outside of the United States. In determining our median compensated employee and calculating the CEO Pay Ratio, we did not use any of the exemptions permitted under SEC rules.

We calculated the annual total compensation of our median employee in the same manner that we calculated the total compensation of our CEO for purposes of the 2025 Summary Compensation Table as required by Item 402(u)(2)(i). This annual total compensation amount for our median employee was then compared to the annual total compensation of our CEO to determine the pay ratio.

We believe that the CEO Pay Ratio set forth above is a reasonable estimate, determined in a manner consistent with SEC rules. The SEC rules for identifying the median compensated employee and calculating the CEO Pay Ratio based on that employee’s annual total compensation permit companies to adopt a variety of methodologies, to apply certain exemptions and to make certain assumptions, adjustments, or estimates that reflect their compensation policies. Accordingly, the CEO Pay Ratio may not be comparable to the pay ratios reported by other companies, which may have used different methodologies, assumptions, adjustments, or estimates in calculating their pay ratios.

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Executive Compensation

Employment Arrangements with Named Executive Officers

Cris Keirn – Chief Executive Officer

On March 13, 2024, the Company entered into an employment agreement with Mr. Keirn (the “Keirn Employment Agreement”), which has an initial term of three (3) years, with an automatic extension annually thereafter unless either Mr. Keirn or the Company chooses to opt-out of such automatic extension. Pursuant to the Keirn Employment Agreement, Mr. Keirn receives (i) an annual base salary of $475,000 and (ii) is eligible to earn an annual performance bonus of up to 100% of his annual salary based on meeting performance goals set by the Board. In 2025, Mr. Keirn’s base salary was increased to $525,000 to better align with market levels following his first year in the CEO role.

John T. Hanson – Former Chief Financial Officer

On January 24, 2025, the Company entered into the Hanson Transition Agreement pursuant to which Mr. Hanson retired from the Company as its CFO effective as of the Transition Date. Mr. Hanson remained employed for six months until the Separation Date as a Senior Advisor to support an orderly hand-off to his successor. During this Transition Period, Mr. Hanson continued to receive his base salary and remained eligible for health and welfare benefits. He also received his 2024 annual bonus based on actual performance results, which was payable at the same time bonuses were paid to the Company’s other senior executives. Mr. Hanson’s outstanding RSUs and PSUs continued vesting as scheduled while he remained employed and held the Senior Advisor position, and the Company agreed that his vested stock options will remain exercisable for the earlier of: (1) one year following the Separation Date; or (2) the term of the stock options.

Mark Weinswig – Chief Financial Officer

On January 13, 2025, the Company entered into an employment agreement with Mr. Weinswig (the “Weinswig Employment Agreement”), which has an initial term of three (3) years commencing as of February 3, 2025, with an automatic extension annually thereafter unless either Mr. Weinswig or the Company chooses to opt-out of such automatic extension. The Weinswig Employment Agreement provides an annualized base salary of $385,000, a target annual incentive bonus opportunity equal to 65% of base salary, and eligibility for equity and long-term incentive awards under the Company’s equity plan. In addition, Mr. Weinswig received a cash signing bonus of $100,000, which was subject to repayment on a prorated basis had Mr. Weinswig resigned from his employment without good reason prior to February 3, 2026. Mr. Weinswig received an initial grant of RSUs with a fair value of $1.8 million, which vest over four years subject to his continued employment.

The Keirn Employment Agreement and the Weinswig Employment Agreement provide for post-employment severance payments and benefits in the event of certain terminations of employment, including in connection with a change in control of the Company, as more fully described in “Post-Employment Compensation Arrangements” below. The Compensation Committee believes that these severance payments and benefits provide an incentive to Mr. Keirn and Mr. Weinswig to remain with the Company and serve to align the interests of Mr. Keirn and Mr. Weinswig with the interests of our stockholders, including in the event of a potential acquisition of the Company.

In addition, each of Mr. Keirn and Mr. Weinswig have agreed to refrain from competing with us or soliciting our employees or customers for a specified period following their termination of employment.

For detailed descriptions of the post-employment compensation arrangements with our Named Executive Officers, see “Post-Employment Compensation Arrangements” and “Potential Payments upon Termination or Change in Control” below.

Post-Employment Compensation Arrangements

Severance and Change in Control Arrangements

In connection with the termination of Mr. Keirn’s employment (x) by the Company other than for Cause (as defined in the Keirn Employment Agreement), (y) by Mr. Keirn for Good Reason (as defined in the Keirn Employment Agreement) or (z) as a result of the Company’s election not to extend the term of the Keirn Employment Agreement, Mr. Keirn will be entitled to the following severance benefits, subject to his execution and non-revocation of a general release of claims in favor of the Company: (i) a pro-rated annual performance bonus; (ii) continued payment of his base salary for 12 months (provided that such amount would be increased to two (2) times his annual base salary and paid in a lump sum if such termination of employment occurs within six (6) months following a Change in Control (as defined in the 2023 Stock Plan)); (iii) full vesting of time-based vesting equity awards and pro-rata vesting of any performance-based vesting equity awards based on actual performance; and (iv) subject to (A) his timely election of continuation coverage under COBRA and (B) his continued copayment of premiums at the same level and cost to him as if he were an employee of the Company, continued participation in the Company’s group health plan for a period of 12 months.

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In connection with the termination of Mr. Weinswig’s employment (x) by the Company other than for Cause (as defined in the Weinswig Employment Agreement), (y) by Mr. Weinswig for Good Reason (as defined in the Weinswig Employment Agreement) or (z) as a result of the Company’s election not to extend the term of the Weinswig Employment Agreement, Mr. Weinswig will be entitled to the following severance benefits, subject to his execution and non-revocation of a general release of claims in favor of the Company: (i) a pro-rated annual performance bonus; (ii) continued payment of his base salary for 12 months (provided that such amount would be increased to one and a half (1.5) times his annual base salary and paid in a lump sum if such termination of employment occurs within six (6) months following a Change in Control (as defined in the 2023 Stock Plan)); and (iii) subject to (A) his timely election of continuation coverage under COBRA and (B) his continued copayment of premiums at the same level and cost to him as if he were an employee of the Company, continued participation in the Company’s group health plan for a period of 12 months.

In connection with Mr. Hanson ceasing to serve as the Company’s Chief Financial Officer and Treasurer as of the Transition Date, the Company and Mr. Hanson entered into the Hanson Transition Agreement, pursuant to which, among other things, Mr. Hanson served as Senior Advisor and provided transition services as requested by the Company during the Transition Period to facilitate an effective transition of his job responsibilities to his successor. In consideration for such services, through the end of the Transition Period, Mr. Hanson received (i) continued payment of his base salary, (ii) continued eligibility to participate in the Company’s medical, dental and life insurance benefit plans, and (iii) a payment in respect of his annual bonus for the 2024 calendar year, based on actual results for such year. Under the Hanson Transition Agreement, 20,559 RSUs that were scheduled to vest on April 1, 2025 vested on such date and 16,621 PSUs that were eligible to vest on April 1, 2025 and May 9, 2025 continued to be eligible to become vested on such dates subject the terms of the Plan and the applicable award agreements, and any other RSUs or PSUs that were scheduled to vest, or were eligible to vest, as applicable, following May 9, 2025 were forfeited and canceled for no consideration as of the Separation Date. As of the Transition Date, Mr. Hanson’s stock options were fully vested. Mr. Hanson’s outstanding options will remain exercisable through the first anniversary of the Separation Date (or, if earlier, the expiration date of the option).

The applicable provisions of the Keirn Employment Agreement and the Weinswig Employment Agreement provide reasonable compensation in the form of severance pay and certain limited benefits to the applicable Named Executive Officer if he leaves our employ under certain circumstances to facilitate his transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a separation agreement and release of claims in a form and with terms acceptable to us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits.

In November 2021, we entered into letter agreements with Mr. Keirn and Ms. Wynne to grant them participation in our Amended and Restated Retention Plan (the “Amended Retention Plan”) as “Extended Participants” (as defined under the Amended Retention Plan), if their employment is terminated by us without “cause” or if they terminate employment for “good reason” during the one-year period following a “change in control” of the Company (the “CIC Protection Period”); provided, however, that the Keirn Employment Agreement provides for a CIC Protection Period that is six months following a change in control, as noted above. The Amended Retention Plan provides that if an Extended Participant is terminated by the Company without Cause or a participant terminates his or her employment for Good Reason (as those terms are defined in the Amended Retention Plan) during the CIC Protection Period, then, subject to the participant’s execution and non-revocation of a general release, the participant will be entitled to: (i) payment of any portion of the participant’s annual bonus for the calendar year prior to the one in which the change in control occurs that has not been paid prior to the participant’s termination date; (ii) a lump-sum payment equal to the Extended Participant’s target bonus for the year of termination; (iii) continuation of the Extended Participant’s base pay for twelve (12) months from the termination date of the Extended Participant’s employment in accordance with the Company’s ordinary payroll practices; (iv) if the Extended Participant elects coverage under COBRA, reimbursement for the full amount of premiums for such continuation coverage for a period of twelve (12) months. If Mr. Keirn is entitled to severance payments and benefits under his employment agreement, then he will only be entitled to the larger benefit for each of the items above as between the severance benefits in such employment agreement or offer letter and under the Amended Retention Plan, but not both.

Under the change in control and severance provisions in the Keirn Employment Agreement, the Weinswig Employment Agreement and the Amended Retention Plan, all payments and benefits in the event of a change in control of the Company are payable only if there is a connected loss of employment by a Named Executive Officer (a so-called “double-trigger” arrangement). We use this double-trigger arrangement to protect against the loss of retention value following a change in control and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction.

We do not use excise tax payments, or “gross ups”, relating to a change in control of the Company and have no such obligations in place with respect to any of our executive officers, including our Named Executive Officers.

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Executive Compensation

We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when formulating and making its decisions with respect to the annual compensation for our Named Executive Officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.

For detailed descriptions of the post-employment compensation arrangements with our Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Potential Payments upon Termination or Change in Control” below.

Potential Payments Upon Termination or Change in Control

Except as otherwise noted, the following narrative and table set forth the potential payments and the value of other benefits that would vest or otherwise accelerate vesting at, following, or in connection with a qualifying termination. For each Named Executive Officer, the payments and benefits detailed below are in addition to any payments and benefits under our plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for each Named Executive Officer, including any in-the-money stock options vested as of December 31, 2025 (which are set forth in the 2025 Outstanding Equity Awards at Fiscal Year-End Table).

As detailed above, in 2025, Mr. Hanson retired as Chief Financial Officer and he provided transition services as requested by the Company until his Separation Date. Mr. Hanson continued to receive base salary, employee benefits and continued vesting of a portion of his outstanding RSUs and PSUs during his employment through the Transition Period. Mr. Hanson’s outstanding options will remain exercisable through the first anniversary of the Separation Date (or, if earlier, the expiration date of the option). Mr. Hanson’s employment terminated prior to the end of the last fiscal year and he did not receive any severance pursuant to the Hanson Transition Agreement or otherwise, and as such, Mr. Hanson does not appear on the table below.

The table assumes that employment termination and/or the change in control occurred on December 31, 2025 and a valuation of our Common Stock based on its closing market price per share on December 31, 2025 (the last trading day of 2025) of $14.03 per share. The table also assumes that each Named Executive Officer will take all action necessary or appropriate for such Named Executive Officer to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described above.

A description of some elements of the plans, arrangements, and agreements covered by the following table and which provide for payments or benefits in connection with a termination of employment or change in control are also described under “Compensation Discussion and Analysis” above. The footnotes to the table describe the assumptions that were used in calculating the amounts described below.

Name |  | Base Salary Continuation(1) |  |  | Bonus Continuation(2) |  |  | Benefit Continuation(3) |  |  | Equity Awards(4) |  |  | Total |
Cris Keirn(5) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Qualifying Termination other than within CIC Protection Period |  | $ | 525,000 |  |  | $ | 525,000 |  |  | $ | 66,000 |  |  | $ | 1,457,725 |  |  | $ | 2,573,725 |
Qualifying Termination within CIC Protection Period |  | $ | 1,050,000 |  |  | $ | 525,000 |  |  | $ | 66,000 |  |  | $ | 1,998,946 |  |  | $ | 3,639,946 |
Mark Weinswig(6) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Qualifying Termination other than within CIC Protection Period |  | $ | 385,000 |  |  | $ | 230,230 |  |  | $ | 66,000 |  |  | $ | — |  |  | $ | 681,230 |
Qualifying Termination within CIC Protection Period |  | $ | 577,500 |  |  | $ | 230,230 |  |  | $ | 66,000 |  |  | $ | 1,501,434 |  |  | $ | 2,375,164 |
Megan Wynne(7) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Qualifying Termination other than within CIC Protection Period |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Qualifying Termination within CIC Protection Period |  | $ | 369,000 |  |  | $ | 184,500 |  |  | $ | 21,288 |  |  | $ | 818,744 |  |  | $ | 1,393,532 |

(1) | The Base Salary Continuation amounts for the NEOs assume base salary in effect on December 31, 2025, payable over the severance period. Messrs. Keirn and Weinswig’s severance period for a qualifying termination occurring other than within the CIC Protection Period is 12 months under their respective employment agreements. Ms. Wynne’s severance period for a qualifying termination within the CIC

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##### Table of Contents

Executive Compensation

| Protection Period is 12 months under the Amended Retention Plan, and she is not entitled to severance for a qualifying termination outside the CIC Protection Period. Under the terms of the Keirn Employment Agreement, if Mr. Keirn has a qualifying termination during the CIC Protection Period, the severance amount is increased to 2 times Mr. Keirn’s annual base salary and paid in a lump sum within 10 days following the date of termination, rather than in the form of base salary continuation. If Mr. Weinswig has a qualifying termination during the CIC Protection Period, the severance amount is increased to 1.5 times Mr. Weinswig’s annual base salary and paid in a lump sum within 60 days following the date of termination, rather than in the form of base salary continuation.

(2) | For each of the NEOs, the Bonus Continuation amount reflects 100% of target bonuses as of December 31, 2025. However, Mr. Weinswig’s 2025 target bonus amount is prorated at 92% based on his start date of February 3, 2025. In the event of a qualifying termination of employment of Mr. Keirn or Mr. Weinswig other than within the CIC Protection Period, the bonus would be prorated based on actual performance.

(3) | The Benefit Continuation amount for Messrs. Keirn and Weinswig assumes an estimated cost of $5,500 per month, payable over the 12-month severance period, and the Benefit Continuation amount for Ms. Wynne assumes an estimated cost of $1,774, payable over the 12-month severance period.

(4) | The Equity Award amount for the NEOs assume that the vesting of all unvested RSUs and PSUs will be accelerated as of the termination date for all qualifying terminations occurring within the CIC Protection Period. In the event of a qualifying termination of Mr. Keirn’s employment other than within the CIC Protection Period, the number of PSUs vesting would be determined based on actual performance; however, for purposes of the table, the value in respect of PSUs was determined based on target performance where actual performance has not yet been determined. The value for RSUs and PSUs is calculated by multiplying the number of unvested shares that would be subject to accelerated vesting by the price per share of our Common Stock of $14.03 on December 31, 2025.

(5) | The amounts in this table for Mr. Keirn reflect payments under the Keirn Employment Agreement.

(6) | The amounts in this table for Mr. Weinswig reflect payments under the Weinswig Employment Agreement.

(7) | The amounts in this table for Ms. Wynne reflect payments under the Amended Retention Plan.

Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information

The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2025

Plan Category |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |  | Weighted-average exercise price of outstanding options, warrants and rights |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|  |  |  | (a) |  |  |  |  | (b) |  |  |  |  | (c) |
Equity compensation plans approved by security holders |  |  |  | 1,246,463 |  |  |  |  | $10.23 |  |  |  |  | 1,849,094 |
Equity compensation plans not approved by security holders |  |  |  | 0 |  |  |  |  | $0.00 |  |  |  |  | 0 |
Total |  |  |  | 1,246,463 |  |  |  |  | $10.23 |  |  |  |  | 1,849,094 |

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##### Table of Contents

Pay Versus Performance
PAY VERSUS PERFORMANCE
The Compensation Committee approves and administers our executive compensation program, which is designed to attract, incentivize, reward, and retain our executive officers. Our program aligns our executive officer’s pay with our stockholder interests and links pay to performance through a combination of short-term and long-term incentive compensation programs. This high utilization of incentive compensation results in higher total realized pay when our executive officers exceed the Compensation Committee-approved performance targets. Conversely, failure to achieve the approved targets results in lower realized pay, including the possibility that some awards pay zero at the end of their performance period.
As required by Item 402(v) of Regulation
S-K,
we are providing the following information about the
relationship
between the compensation actually paid (as calculated under applicable SEC rules) to our CEO and other Named Executive Officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how the Company aligns executive compensation with performance, please refer to the “
Compensation Discussion and Analysis
.”
2025 Pay Versus Performance
Table

|  |  |  |  |  |  |  |  |  |  |  |  |  | Value of Initial Fixed $100 Investment Based On: |  |  |  |
Year (a) |  | Summary Compensation Table Total for PEO (Current) (1) (b) |  | Compensation Actually Paid to PEO (Current) (2) (c) |  | Summary Compensation Table Total for PEO (Former) (1) (d) |  | Compensation Actually Paid to PEO (Former) (2) (e) |  | Summary Compensation Table Total for Non-PEO Named Executive Officers (1) (f) |  | Compensation Actually Paid to Non-PEO Named Executive Officers (2) (g) |  | Total Shareholder Return (3) |  | Peer Group Total Shareholder Return (4) |  | Net Income (5) |  | Adjusted EBITDA (6)
2025 |  | $2,125,792 |  | $1,477,546 |  | N/A |  | N/A |  | $1,190,050 |  | $951,494 |  | $65 |  | $83 |  | $15,731,000 |  | $40,098,000
2024 |  | $2,449,488 |  | $3,048,492 |  | N/A |  | N/A |  | $1,171,918 |  | $1,812,135 |  | $183 |  | $108 |  | $16,183,000 |  | $56,417,000
2023 |  | $1,213,482 |  | 1,497,516 |  | $6,443,582 |  | $7,195,056 |  | $1,126,919 |  | $1,421,254 |  | $116 |  | $116 |  | ($17,679,000) |  | $6,494,000
2022 |  | N/A |  | N/A |  | $3,868,401 |  | ($919,661) |  | $1,492,460 |  | ($240,381) |  | $76 |  | $99 |  | ($59,546,000) |  | ($29,889,000)
2021 |  | N/A |  | N/A |  | $3,913,187 |  | $4,808,588 |  | $1,543,590 |  | $1,714,588 |  | $236 |  | $143 |  | $17,721,000 |  | $36,585,000

(1) | The dollar amounts reported in columns (b), (d) and (f) represent the amount of total compensation reported for the Principal Executive Officer, and average total compensation for Other Non-PEO Named Executive Officers for each corresponding covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable fiscal year as listed below. Please refer to “ Executive Compensation-2025 Summary Compensation Table .”

| • |  | In column (b), PEO 1: Cris Keirn, our Interim CEO from July 2023 to March 2024 and CEO beginning in March 2024; Mr. Keirn was not a Named Executive Officer from January 2020 through June 30, 2023.

| • |  | In column (d), PEO (Former): Juergen Stark, our former CEO from September 2012 through June 30, 2023.

| • |  | In column (f), Other NEOs for fiscal 2025: John Hanson, our CFO through February 3, 2025, Mark Weinswig, our CFO beginning February 3, 2025 and Megan Wynne, our General Counsel and NEO beginning in fiscal 2025; 2020-2024: John Hanson, our CFO from September 2013 through February 3, 2025.

(2) | The dollar amounts reported in columns (c), (e) and (g) represent the amount of “compensation actually paid” to our PEO 1 (Mr. Keirn), Former PEO (Mr. Stark) through 2023 and the average of our Other NEOs as reported for that fiscal year as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year, except Mr. Stark’s 2023 compensation actually paid reflects amounts paid under the Stark Separation Agreement—please refer to our Proxy Statement for our 2024 Annual Meeting of Stockholders under the heading “ Executive Compensation-2023 Summary Compensation Table ” for more details. The dollar amounts do not reflect the actual amount of compensation earned or received by Messrs. Keirn, Stark, Hanson, Weinswig or Wynne during the applicable fiscal year. In

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Pay Versus Performance

| accordance with the of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each fiscal year to determine the “compensation actually paid” for PEO and the Other NEOs:

Year |  | Executive |  | Reported Summary Compensation Table Total |  | Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table (a) |  | Equity Award Adjustments (b) |  | Compensation Actually Paid
2025 |  | PEO 1 Other NEOs |  | $2,125,792 $1,190,050 |  | $1,333,548 $751,135 |  | $685,303 $512,579 |  | $1,477,546 $951,494
2024 |  | PEO 1 Other NEO |  | $2,449,488 $1,171,918 |  | $1,525,522 $500,398 |  | $2,124,526 $1,140,615 |  | $3,048,492 $1,812,135
2023 |  | PEO 1 PEO (Former) Other NEO |  | $1,213,482 $6,443,582 $1,126,919 |  | $460,658 $1,703,400 $450,900 |  | $744,692 $2,454,875 $745,235 |  | $1,497,516 $7,195,056 $1,421,254
2022 |  | PEO (Former) Other NEO |  | $3,868,401 $1,492,460 |  | $2,976,312 $972,884 |  | ($1,811,750) ($759,957) |  | ($919,661) ($240,381)
2021 |  | PEO (Former) Other NEO |  | $3,913,187 $1,543,590 |  | $2,743,000 $932,620 |  | $3,638,401 $1,103,618 |  | $4,808,588 $1,714,588

| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year.

| (b) | The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) to the applicable reported Summary Compensation Table Total of the following: (i) the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year |  | Executive |  | Year End Fair Value of Equity Awards Granted in Covered Fiscal Year |  | Year over Year Change in Fair Value of Equity Awards |  | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Fiscal Year |  | Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year |  | Fair Value at End of Prior Fiscal Year of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during Covered Fiscal Year |  | Total Equity Award Adjustments
2025 |  | PEO 1 Other NEOs |  | $1,198,723 $636,331 |  | ($274,723) ($90,654) |  | $0 $0 |  | ($62,291) $2,186 |  | $176,406 $35,284 |  | $685,303 $512,579
2024 |  | PEO 1 Other NEO |  | $1,512,219 $504,067 |  | $310,368 $347,326 |  | $33,994 $0 |  | $315,395 $340,322 |  | $47,450 $51,100 |  | $2,124,526 $1,140,615
2023 |  | PEO 1 PEO (Former) Other NEO |  | $502,944 $0 $493,254 |  | $182,959 $0 $196,554 |  | $0 $1,866,600 $0 |  | $120,929 $863,120 $122,347 |  | $62,140 $274,845 $66,920 |  | $744,692 $2,454,875 $745,235
2022 |  | PEO (Former) Other NEO |  | $1,000,726 $330,441 |  | ($2,337,449) ($900,655) |  | $0 $0 |  | ($475,028) ($189,744) |  | $0 $0 |  | ($1,811,750) ($759,957)
2021 |  | PEO (Former) Other NEO |  | $2,226,000 $667,800 |  | $99,477 $43,683 |  | $0 $0 |  | $1,312,923 $392,135 |  | $0 $0 |  | $3,638,401 $1,103,618

Equity Award Valuations:
Stock option grant date fair
values
are calculated based on the Black-Scholes option pricing model as of date of grant. The valuation assumptions used to calculate the fair values of the stock options held by the PEO, PEO (former) and the Other NEOs that vested during or were outstanding and unvested as of the end of each covered fiscal year differed from those valuation assumptions disclosed at the time of grant in the following respects: the expected term assumptions varied from 3.65 years to 3.80 years, risk-free interest rate assumptions varied from 3.9% to 4.4% and the stock price volatility assumptions varied from 51.4% to 53.8%,

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Table of Contents
Pay Versus Performance
depending on the specific stock option the fair value which was being recalculated. Time-based RSU award grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the time-based RSU awards held by the PEO, PEO (former) and the Other NEOs that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of
year-end
and as of each vesting date. PSU award grant date fair values are calculated using the stock price as of date of grant assuming target performance. The valuation assumptions
used to calculate the fair values of the PSU awards held by the PEO, PEO (former) and the Other NEOs that were earned and vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of the
year-end
and as of the end of each performance period.

(3) | Cumulative total stockholder return (“ TSR ”) is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period (December 31, 2020) by our share price at the beginning of the measurement period.

(4) | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Consumer Durables and Apparel Index, a published industry index.

(5) | The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year.

(6) | Refers to adjusted EBITDA, a non-GAAP financial measure, which is defined in our Annual Report on Form 10-K as net income (loss) before interest, taxes, depreciation and amortization, stock-based compensation (non-cash) and certain non-recurring special items that we believe are not representative of core operations.

Financial Performance Measures
Our executive compensation program is designed to motivate our executive officers to achieve short-term and long-term results that are in the best interests of our stockholders and a long-term commitment to the Company. A significant portion of our compensation is in the form of incentive compensation, including equity-based awards, tied to rigorous financial and strategic goals. For the most recently completed fiscal year, our most important performance measures, in no particular order, were:

| • |  | Adjusted EBITDA

| • |  | Net Revenues

| • |  | Direct to Consumer Revenue

| • |  | Headset and Controller Market Share Growth

| • |  | Total Shareholder Return

These performance measures influence how we set our executive compensation levels, determine incentive plan payout decisions, and impact the value of the Company, which in turn is reflected in the compensation paid to our PEOs and the Other NEOs.
Relationship Between Compensation Actually Paid and Performance Measures
The Pay Versus Performance table above and the charts below demonstrate that the compensation actually paid to our PEOs and the Other NEOs was generally aligned with our performance based on the performance measures presented in the table over the covered fiscal years, including TSR, net income, and Adjusted EBITDA.

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Table of Contents
Pay Versus Performance
Compensation Actually Paid and Company TSR
As demonstrated in the chart below, the amount of compensation actually paid to our
PEOs
and the Other NEOs is generally aligned with our TSR. Given the weighting of equity-based compensation in our overall pay mix for the five covered fiscal years, our TSR performance materially impacted the compensation actually paid in 2025. The chart also compares our cumulative TSR to the cumulative TSR of our selected peer group for the five covered fiscal years.

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Table of Contents
Pay Versus Performance
Compensation Actually Paid and Net Income
The chart below illustrates the correlation between compensation actually paid to our PEOs and the Other NEOs against the Company’s GAAP net income.
We do not use net income as a financial performance measure in our executive compensation program, but there is an indirect correlation between our profitability and compensation actually paid through the impact of Adjusted EBITDA performance on pay outcomes as a measure in both our annual incentive plan and PSU performance metrics.

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Pay Versus Performance
Compensation Actually Paid and Adjusted EBITDA
The chart below compares the compensation actually paid to our PEOs and the Other NEOs with our Adjusted EBITDA performance, the financial performance measure that, in our assessment, represents the most important financial performance measure used by us to link compensation actually paid to our PEOs and the Other NEOs for the most recently completed fiscal year, to our performance.

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##### Table of Contents

Director Compensation

DIRECTOR COMPENSATION

To attract and retain qualified non-employee directors, the Company has established a formal program providing for a mix of cash retainer fees and equity awards. Our Compensation Committee reviews this compensation program, with assistance from Compensia, on a periodic basis to ensure the program remains aligned with competitive market best practices.

The following table lists compensation paid to all non-employee directors serving during 2025. Directors who are also employees of the Company receive no additional compensation for service as directors. Compensation for Mr. Keirn, the CEO, is reported in the 2025 Summary Compensation Table included in “Executive Compensation” above.

2025 Director Compensation Table

Name |  | Fees Earned or Paid in Cash ($)(1) |  | Stock Awards ($)(2) |  | Total ($)
L. Gregory Ballard(3) |  | $25,549 |  | $29,333 |  | $54,882
Libby B. Bush(4) |  | $57,500 |  | $170,001 |  | $227,501
Terry Jimenez(5) |  | $118,963 |  | $157,887 |  | $276,850
Dave Muscatel(6) |  | $0 |  | $0 |  | $0
Katherine L. Scherping(7) |  | $83,269 |  | $170,001 |  | $253,270
Julia W. Sze(8) |  | $72,500 |  | $170,001 |  | $242,501
Andrew Wolfe, Ph.D.(9) |  | $71,758 |  | $170,001 |  | $241,759
William Wyatt(10) |  | $75,000 |  | $170,001 |  | $245,001

(1) | Cash fees paid to our non-employee directors are described below.

(2) | Amounts in this column do not reflect actual compensation received by our non-employee directors. The “Stock Awards” column reports the aggregate grant date fair value of restricted stock granted to our non-employee directors during 2024 in accordance with FASB ASC Topic 718 and assume no forfeiture rate. These restricted stock awards are granted under the 2023 Stock Plan, and the method for determining the number of shares subject to the grant is described below.

(3) | Mr. Ballard was granted 11,620 shares of restricted stock on April 1, 2025, but only a pro-rata amount of such grant, 2,005 shares, vested on June 3, 2025 when Mr. Ballard left the Board.

(4) | As of December 31, 2025, Ms. Bush held 11,620 shares of restricted stock there were granted on April 1, 2025.

(5) | Mr. Jimenez was granted 11,620 shares of restricted stock on April 1, 2025, but only a pro-rata amount of such grant, 10,792 shares, vested on March 6, 2026 when Mr. Jimenez left the Board.

(6) | Mr. Muscatel was not considered an independent director and did not receive cash or equity compensation for his services, other than reimbursement for travel expenses to attend Board meetings. Mr. Muscatel left the Board on September 30, 2025.

(7) | As of December 31, 2025, Ms. Scherping held 11,620 shares of restricted stock that were granted on April 1, 2025.

(8) | As of December 31, 2025, Ms. Sze held 11,620 shares of restricted stock that were granted on April 1, 2025.

(9) | As of December 31, 2025, Mr. Wolfe held 11,620 shares of restricted stock that were granted on April 1, 2025.

(10) | As of December 31, 2025, Mr. Wyatt held 11,620 shares of restricted stock that were granted on April 1, 2025.

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##### Table of Contents

Director Compensation

Our non-employee directors receive a standard annual cash retainer fee, in addition to special fees for serving as a member of a Board committee or the chair of a Board committee. No changes were made to the program for 2025 following the adjustments to select retainers effective July 2023. Cash retainer amounts for special committees that may be established periodically are in effect only during the time period that these committees are functioning.

Pay Element |  | 2025 |
Annual Cash Retainer Fee (other than the Chair of the Board) |  | $ | 50,000 |
Supplemental Annual Cash Retainers: Board Leadership and Committee Service |  |  |  |
• Chair of the Board (when not an executive of the Company) |  | $ | 40,000 |
• Lead Independent Director |  |  | N/A |
• Audit Committee-Chairperson |  | $ | 20,000 |
• Audit Committee-Other Members |  | $ | 10,000 |
• Compensation Committee-Chairperson |  | $ | 15,000 |
• Compensation Committee-Other Members |  | $ | 7,500 |
• Nominating and Governance Committee-Chairperson |  | $ | 15,000 |
• Nominating and Governance Committee-Other Members |  | $ | 7,500 |
• Value Enhancement Committee-Chairperson |  | $ | 20,000 |
• Value Enhancement Committee-Member |  | $ | 10,000 |

There are no Board or committee meeting attendance fees. Our non-employee directors are reimbursed by the Company for travel and expenses they incur in connection with their service on the Board and its committees.

In addition to the cash fees described above, the Company intends to continue to grant certain equity awards to our non-employee directors. Upon initial election or appointment of a non-employee director to the Board, the Compensation Committee grants a pro-rated award of restricted stock equal to the annual value awarded to non-employee directors. This initial grant of restricted stock vests on the same vesting date as the last annual award for the existing directors. In addition, in 2025, each non-employee director received a grant of restricted stock having a grant date fair market value of approximately $170,000. The annual grant of restricted stock vests on the first anniversary of the grant date.

We maintain stock ownership guidelines for our non-employee directors and our CEO. The ownership guidelines require each non-employee director to own shares of our Common Stock and vested awards with a value equal to three times the value of the annual cash retainer payable to a director. Our non-employee directors are required to attain such stock ownership goal no later than five years from the date the guidelines were adopted or on which they first were appointed to the Board.

In addition, the total value of compensation granted to any non-employee director cannot exceed $750,000 in any calendar year, except that the limit would be increased to $1,250,000 for the calendar year during which an individual becomes a non-employee director. The total value of the compensation to a non-employee director serving as a Chair of the Board cannot exceed $1,250,000 in any calendar year.

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Certain Relationships and Related Party Transactions

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company maintains a policy that the Audit Committee review certain transactions in which the Company and its directors, executive officers or their immediate family members are participants to determine whether a related person has a direct or indirect material interest. The Audit Committee is responsible for reviewing and, if appropriate, approving or ratifying any such related party transaction. This policy is included in our Audit Committee charter, and we consider it part of our conflicts of interest section of our Corporate Governance Principles and Guidelines.

In determining whether to approve, disapprove or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, (1) whether the transaction is on terms no less favorable to the Company than terms that would otherwise be generally available to the Company if the transaction was entered into under the same or similar circumstances with a party unaffiliated with the Company and (2) the extent of the interest of the related party in the transaction.

Except as set forth below, none of our directors are a party to any agreement or arrangement relating to compensation provided by a third party in connection with their service on the Board that would be required to be disclosed pursuant to the Nasdaq listing rules or the Exchange Act.

Donerail Cooperation Agreements

The Company previously entered into a Cooperation Agreement, dated May 13, 2022 (the “2022 Cooperation Agreement”), with The Donerail Group LP. The 2022 Cooperation Agreement was terminated on February 27, 2026 on written notice by Donerail.

On March 9, 2026, the Company entered into the 2026 Cooperation Agreement with the Donerail Group relating to the composition of the Board and certain other matters. The 2026 Cooperation Agreement provided that, subject to certain conditions, within 30 days of the 2026 Cooperation Agreement, the Board expand the size of the Board from six members to eight members and appoint two directors (the “New Directors”) to the Board with initial terms expiring at the Annual Meeting. The New Directors were identified and selected by the Donerail Group, subject to applicable director qualification requirements.

In addition, pursuant to the 2026 Cooperation Agreement the Board has agreed to nominate Libby B. Bush, Cris Keirn, Julia W. Sze and William Wyatt, as continuing directors, and the New Directors as director nominees for the Annual Meeting. In addition, pursuant to the 2026 Cooperation Agreement, following the Annual Meeting until the termination of the 2026 Cooperation Agreement, upon the request of the Donerail Group, the Board will expand the size of the Board from six to seven members and appoint the Additional Director as identified by the Donerail Group, with an initial term expiring at the Company’s 2027 annual meeting of stockholders. The Donerail Group will maintain certain rights to propose candidates to replace Mr. Wyatt, any New Director or the Additional Director pursuant to the terms of the 2026 Cooperation Agreement should Mr. Wyatt, any New Director or the Additional Director cease to serve as a member of the Board during the term of the Agreement, provided that the Donerail Group will no longer have the right to propose such replacement candidates if the Donerail Group ceases to beneficially own, in the aggregate, at least 2.0% of the outstanding shares of the Company’s common stock.

Under the 2026 Cooperation Agreement, the Company was required to reimburse reasonable, documented and agreed upon expenses incurred by the Donerail Group. As a result, the Company paid to a third party law firm $200,000 on behalf of the Donerail Group for its legal fees incurred in connection with the 2026 Cooperation Agreement.

Diversis Stockholder Agreement

On March 13, 2024, the Company entered into a merger agreement (the “Merger Agreement”), by and among Tide Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Tide Acquisition Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, FSAR Holdings, Inc. (“FSAR”), a Delaware corporation, and Diversis. Pursuant to the Merger Agreement, the Company acquired all the issued and outstanding equity of PDP, for consideration valued at $118 million, structured as a merger between a subsidiary of the Company and FSAR, the then parent of PDP (the “Transaction”). Consideration for the Transaction consisted of the issuance of 3.45 million shares of Common Stock (the “Stock Consideration”) and approximately $79.9 million in cash, subject to customary post-closing adjustments.

Mr. Muscatel received approximately $1,458,357 in cash at the closing of the Transaction and $97,695 upon the resolution of post-closing adjustments related to the net working capital of PDP. In addition, Mr. Muscatel’s ownership interest in Diversis entitled him to receive a portion of the proceeds from the Stock Consideration, such portion valued at approximately $1,541,693 based on the closing price of the Common Stock on March 13, 2024. Mr. Muscatel served as a director of the Company from March 13, 2024 through September 30, 2025. Mr. Muscatel did not receive cash or equity compensation for his services as a director, other than reimbursement for travel expenses to attend Board meetings.

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Certain Relationships and Related Party Transactions

In connection with the Merger Agreement, the Company simultaneously entered into a stockholder agreement (the “Stockholder Agreement”) with the holders of the Stock Consideration (the “Diversis Stockholder”) pursuant to which the Diversis Stockholder received two demand registration rights to request that the Company register with the SEC the sale of all or part of the Stock Consideration following a lock-up period that expires nine months after the date of the acquisition, and piggy-back registration rights in the event the Company proposes to register under the Securities Act of 1933, as amended, the issuance or sale of any of its securities. The Diversis Stockholder also has the right to annually designate one candidate to the Board for so long as the Diversis Stockholder continues to hold 10% or more of the outstanding shares of Common Stock. Mr. Muscatel was the first candidate designated by the Diversis Stockholder. After Mr. Muscatel left the Board on September 30, 2025, Diversis did not designate a candidate to replace Mr. Muscatel. The Diversis Stockholder also agreed to take certain actions to further support the Company’s ongoing operations, including to vote in favor of the Board’s directorship nominees and refrain from engaging in solicitations or proxies in opposition to such nominees.

Donerail and Diversis Stock Purchase Agreement

On August 14, 2025, the Company, Diversis and TDG CP LLC entered into a stock purchase agreement (the “SPA”) regarding the purchase and sale of shares of Common Stock beneficially owned by Diversis in a private transaction. Diversis is an entity affiliated with Dave Muscatel, who was a member of the Board at the time of the transaction. TDG CP LLC is part of the Donerail Group and an entity affiliated with William Wyatt, a member of the Board.

Pursuant to the SPA, the Company agreed to purchase 694,926 shares from Diversis at a price of $14.41 per share of Common Stock for a total of $10,013,883.66. Diversis also agreed to sell 693,962 shares to TDG CP LLC at a price of $14.41 per share of Common Stock for a total of $9,999,992.42. The purchase price per share of Common Stock for each transaction represents the average of the volume weighted average price of the Common Stock of the thirty days prior to and including August 14, 2025.

The Audit Committee, comprised solely of independent directors not affiliated with Diversis or the Donerail Group approved the transactions contemplated by the SPA.

Blue Torch Financing

Mr. Haspel was a Partner of Blue Torch Capital, LP, and affiliate of Blue Torch Finance, LLC (“Blue Torch”), before he was appointed as a director of the Company, and he still has a residual interest in certain Blue Torch funds. The Company has had a long-standing relationship with Blue Torch, including a prior term loan financing through August 1, 2025, and is currently exploring potential financing options with Blue Torch. Mr. Haspel will not be involved in any negotiations with respect to potential financings with Blue Torch, and any impact of a potential financing on Mr. Haspel’s residual interests would not be material to him personally.

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Delinquent Section 16(a) Reports

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires that our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of such equity securities of the Company. We believe, based solely upon the reports filed with the SEC and written representations regarding reports required during the fiscal year ended December 31, 2025, no executive officer or director of the Company or beneficial holder failed to file reports required by Section 16(a) on a timely basis, except that there was a delay in filing a Form 3 reporting the initial insider holdings report for Mr. Albert Rabil on June 6, 2025, which was not filed until June 20, 2025.

HOUSEHOLDING

Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered stockholders may notify us by contacting Broadridge Financial Solutions, Inc. at the above telephone number or address.

OTHER BUSINESS

The Company is not aware of any other matters that will be presented for stockholder action at the Annual Meeting. If other matters are properly introduced, the persons named as proxy in the accompanying form of proxy will vote the shares they represent as recommended by the Board (to the extent permitted by Rule 14a-4(c) of the Exchange Act).

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TURTLE BEACH CORPORATION 15822 BERNARDO CENTER DRIVE, SUITE 105 SAN DIEGO, CA 92127 |  |  |  | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 1, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/TBCH2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 1, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

V88242-P48891     KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

|  |  |  | TURTLE BEACH CORPORATION |  |  |  |  |  |

The Board of Directors recommends you vote FOR the following: |  |  |  |  |  |
1.  Election of Directors |  |  |  |  |  |
Nominees: |  | For |  | Against |  | Abstain
1a.   William Wyatt |  | ☐ |  | ☐ |  | ☐
1b.  Libby B. Bush |  | ☐ |  | ☐ |  | ☐
1c.   Lee Haspel |  | ☐ |  | ☐ |  | ☐
1d.  Cris Keirn |  | ☐ |  | ☐ |  | ☐
1e.   Daniela Kelley |  | ☐ |  | ☐ |  | ☐
1f.   Julia W. Sze |  | ☐ |  | ☐ |  | ☐

The Board of Directors recommends you vote FOR the following proposals 2 and 3. |  |  |  | For |  | Against |  | Abstain
2. |  | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. |  |  |  | ☐ |  | ☐ |  | ☐
3. |  | An advisory vote on the compensation of our named executive officers (“Say-on-Pay”). |  |  |  | ☐ |  | ☐ |  | ☐
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] |  | Date |  |

Signature (Joint Owners) |  | Date |  |

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Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

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V88243-P48891

TURTLE BEACH CORPORATION

Virtual Annual Meeting of Stockholders

June 2, 2026 9:00 AM PT

This proxy is solicited by the Board of Directors

The undersigned hereby appoint(s) Cris Keirn and Mark Weinswig, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of TURTLE BEACH CORPORATION that the stockholder(s) is/are entitled to vote at the Virtual Annual Meeting of Stockholders to be held at 9:00 AM PT, on June 2, 2026, virtually at www.virtualshareholdermeeting.com/TBCH2026, and any postponements, continuations, or adjournments thereof with all powers which the undersigned would possess if personally present, upon and in respect of the matters listed on the reverse side and in accordance with the instructions indicated on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD’S RECOMMENDATIONS ON ALL MATTERS LISTED ON THIS PROXY, AS FOLLOWS. “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED UNDER ITEM ONE, AND “FOR” EACH OF THE PROPOSALS UNDER ITEMS TWO AND THREE. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

This proxy has been solicited by or for the benefit of the Board of Directors of the Company. I understand that I may revoke this proxy by delivering another proxy with a later date, by voting again via the Internet or by telephone, by delivering written notice of revocation of proxy to the Secretary of the Company at the Company’s principal executive offices before the beginning of the Virtual Annual Meeting, or by attending the Virtual Annual Meeting and voting virtually.

Continued and to be signed on reverse side