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Stock-Based Compensation
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

Note 9. Stock-Based Compensation

Total estimated stock-based compensation expense for employees and non-employees, related to all of the Company’s stock-based awards, was as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Cost of revenue

 

$

130

 

 

$

146

 

 

$

467

 

 

$

268

 

Selling and marketing

 

 

564

 

 

 

581

 

 

 

1,464

 

 

 

1,518

 

Research and development

 

 

326

 

 

 

395

 

 

 

1,006

 

 

 

1,068

 

General and administrative

 

 

605

 

 

 

1,086

 

 

 

5,617

 

 

 

2,921

 

Total stock-based compensation

 

$

1,625

 

 

$

2,208

 

 

$

8,554

 

 

$

5,775

 

 

On May 1, 2023, the Company announced that the Company and Juergen Stark, Chairman, Chief Executive Officer and President of the Company, have agreed that Mr. Stark would not continue as Chief Executive Officer and President of the Company, with his employment to terminate effective as of the close of business on June 30, 2023. On May 2, 2023, the Company entered into a separation agreement with Mr. Stark, resulting in an acceleration of the total stock-based compensation associated with equity awards granted to him. During the nine months ended September 30, 2023, the Company recorded a total of $4.0 million in stock-based compensation expenses and related payroll that would not have been recognized if Mr. Stark had not announced his retirement.

The following table presents the stock activity and the total number of shares available for grant as of September 30, 2023:

 

 

 

(in thousands)

 

Balance at December 31, 2022

 

 

550

 

Plan Amendment

 

 

1,049

 

Options Cancelled

 

 

20

 

Restricted Stock Granted

 

 

(504

)

Restricted Stock Forfeited

 

 

21

 

Performance Shares Unearned

 

 

94

 

Performance Shares Granted

 

 

(163

)

Balance at September 30, 2023

 

 

1,067

 

 

On July 6, 2023, the Company’s stockholders approved an amendment to the plan to, among other things, (i) change the name to Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan, and (ii) increase the number of shares of the Company’s common stock, par value $0.001 per share, authorized for issuance by 1,049,000.

 

Stock Option Activity

 

 

 

Options Outstanding

 

 

 

Number of
Shares
Underlying
Outstanding
Options

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value

 

 

 

 

 

 

 

 

 

(in years)

 

 

 

 

Outstanding at December 31, 2022

 

 

1,577,545

 

 

$

7.66

 

 

 

5.81

 

 

$

2,465,015

 

Options Granted

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Options Exercised

 

 

(419,233

)

 

 

4.10

 

 

 

 

 

 

 

Options Forfeited

 

 

(19,676

)

 

 

15.78

 

 

 

 

 

 

 

Outstanding at September 30, 2023

 

 

1,138,636

 

 

$

8.83

 

 

 

4.37

 

 

$

2,363,338

 

Vested and expected to vest at September 30, 2023

 

 

1,138,899

 

 

$

8.94

 

 

 

4.36

 

 

$

2,361,278

 

Exercisable at September 30, 2023

 

 

1,043,268

 

 

$

8.97

 

 

 

4.16

 

 

$

2,182,154

 

 

Stock options are time-based and the majority are exercisable within 10 years of the date of grant, but only to the extent they have vested. The options generally vest as specified in the option agreements subject to acceleration in certain circumstances. In the event participants in the plan cease to be employed or engaged by the Company, all vested options would be forfeited if they are not exercised within 90 days. Forfeitures on option grants are estimated at 10% for non-executives and 0% for executives based on evaluation of historical and expected future turnover. Stock-based compensation expense was recorded net of estimated forfeitures, such that expense was recorded only for those stock-based awards expected to vest. The Company reviews this assumption periodically and will adjust it if it is not representative of future forfeiture data and trends within employee types (executive vs. non-executive).

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was $2.8 million for the nine months ended September 30, 2023.

 

The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted as of the grant date. There were no new options granted during the nine months ended September 30, 2023. The total estimated fair value of employee options vested during the nine months ended September 30, 2023 was $0.8 million. As of September 30, 2023, total unrecognized compensation cost related to non-vested stock options granted to employees was $0.4 million, which is expected to be recognized over a remaining weighted average vesting period of 0.6 years.

Restricted Stock Activity

 

 

 

Shares

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Nonvested restricted stock at December 31, 2022

 

 

865,446

 

 

$

18.75

 

Granted

 

 

504,092

 

 

 

9.97

 

Vested

 

 

(565,581

)

 

 

16.44

 

Shares forfeited

 

 

(21,208

)

 

 

17.64

 

Nonvested restricted stock at September 30, 2023

 

 

782,749

 

 

$

14.80

 

 

As of September 30, 2023, total unrecognized compensation costs related to the nonvested restricted stock awards was $9.6 million, which will be recognized over a remaining weighted average vesting period of 2.5 years.

Performance-Based Restricted Share Units

 

As of September 30, 2023, the Company had 162,672 performance-based restricted share units outstanding. The vesting of performance-based restricted share units is determined over a three-year period based on (i) the amount by which revenue growth exceeds a defined baseline market growth each year and (ii) the achievement of specified tiers of adjusted EBITDA as a percentage of net revenue each year, with the ability to earn and vest into such units ranging from 0% to 200%. As of September 30, 2023, achievement of the performance conditions associated with the 2023, 2022 and 2021 performance shares was deemed not probable.