Corsair Gaming, Inc.

Compensation Discussion and Analysis Summary

The following discussion and analysis of compensation arrangements of our named executive officer(s), or NEO(s), should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

Our board of directors, together with input from our compensation committee that is appointed by our board of directors, is responsible for establishing, implementing and monitoring our compensation philosophy and objectives. We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structured around the achievement of near‑term corporate targets and individual performance as well as long‑term business objectives. All total direct compensation awards in respect of our NEOs have been and will continue to be formally determined by our board of directors following recommendation from our compensation committee.

Our NEOs for fiscal 2024 were as follows:

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Andrew J. Paul, Chief Executive Officer;

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Thi L. La, President and Chief Operating Officer; and

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Michael G. Potter, Chief Financial Officer.

On February 10, 2025, Mr. Paul notified us of his retirement from his position as our Chief Executive Officer and from the board of directors, effect as of July 1, 2025. On February 11, 2025, our board of directors appointed Ms. La, the Company’s current President and Chief Operating Officer, to serve as Chief Executive Officer, effective July 1, 2025 or such other date mutually agreed by the Company and Ms. La.

Compensation Philosophy and Objectives

Our executive compensation program is designed to reward financial results and effective strategic leadership through the use of both short‑term rewards and long‑term incentives and to promote alignment of the financial interests of our executive officers with our stockholders. We seek to provide total direct compensation (salary, annual bonus and equity grants) that allows us to be competitive in the labor markets where we compete for executive talent, adjusted as necessary to take into consideration other relevant factors such as any particular senior executive’s performance, experience and responsibilities. We seek to attract, motivate and retain the most highly‑qualified executives to manage each of our business functions. We seek individuals who we believe will be able to contribute to our business, our vision of future success and our culture and values, and who will promote the long‑term interests and growth of our company. We believe our compensation program encourages an ownership mentality by our executives by linking actual pay to operating performance and increasing stockholder value. We believe executive officer compensation should be structured in a straightforward manner that encourages our executives towards strong performance through ambitious but achievable corporate and individual performance targets.

In determining the form and amount of compensation payable to the NEOs, we are guided by the following objectives and principles:

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Design compensation levels to attract, motivate and retain talented leadership in the markets in which we operate. The market for talented management is highly competitive in our industry. We aim to provide an executive compensation program that attracts, motivates and retains high‑performing talent and rewards them for maintaining and extending our competitive position within our industry.

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Reinforce alignment of executives’ interests with the goal of creating long-term stockholder value. Long‑term incentive awards, including equity‑based compensation, incentivize executives to manage the Company from a perspective that is aligned with our stockholders in promoting long‑term growth and appropriate risk‑taking and risk‑mitigation.

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Directly and substantially link compensation to measurable corporate and individual performances, with variable compensation constituting a significant portion of total compensation. We seek to provide our executives with an ability to earn significantly differentiated rewards for outstanding performance against company, individual business unit and individual goals. Accordingly, a significant portion of total direct compensation is variably tied to our financial, operational and strategic performance, as well as to business unit and individual performances.

Below are highlights of what we do and what we do not do:

Determination of Compensation

Role of the Compensation Committee, Board of Directors and Executive Officers

Our compensation committee initially determines the compensation policy and total direct compensation payable to all of our NEOs, together with input from our Chief Executive Officer, and makes recommendations to our board of directors for its formal approval. The compensation committee and the board of directors interact with management on compensation issues primarily through communications, meetings and discussions with the Chief

Executive Officer and the Chief Human Resources Officer, who also attend meetings of the compensation committee and/or board of directors as requested by the compensation committee and board of directors, as the case may be. As part of the fiscal 2024 compensation determination process, the Chief Executive Officer recommended to the compensation committee at the beginning of the year key initiatives and goals for the Company and for each NEO. The compensation committee then presented its own recommendations to the board of directors for formal approval. In addition, the compensation committee reviewed and initially determined total direct compensation for our Chief Executive Officer and then recommended such to our board of directors for formal approval. Our Chief Executive Officer did not participate in any formal decisions by our compensation committee or board of directors regarding his own compensation and he recused himself from formal votes when his compensation was decided. At the end of each year, the board of directors after recommendation from our compensation committee evaluated and formally determined our actual company‑wide performance against the operating plan and performance targets that had been approved for the prior fiscal year. The compensation committee also met periodically to discuss compensation‑related matters as they arose during the year.

In early fiscal 2025, after completion of the fiscal 2024 year, the Chief Executive Officer reviewed with the compensation committee progress towards goals, results compared to targets and other material items relating to overall company performance and each NEO. The Chief Executive Officer and the compensation committee also reviewed competitive market analyses prepared and provided by independent compensation consultant Compensia. The Chief Executive Officer provided the compensation committee with recommended total direct compensation levels for fiscal 2024 and targeted total direct compensation levels for fiscal 2025 for each NEO (except for his own). The compensation committee then determined the fiscal 2024 actual and 2025 targeted total direct compensation for each of our NEOs. Our compensation committee recommended for approval by our board of directors (and our board of directors formally approved in early fiscal 2025) our actual executive compensation for each NEO awarded for fiscal 2024 and targeted for fiscal 2025.

Role of Compensation Consultant

As part of the 2024 compensation decisions, the board of directors and the compensation committee considered advice and data provided by Compensia, an independent compensation consulting firm engaged by us in 2024 to provide guidance regarding our executive compensation program and to gain a general understanding of current compensation practices. The data provided by Compensia reported statistics on the total compensation, position and responsibilities of executives employed by similarly‑situated companies in our industry. For fiscal 2024, Compensia advised and assisted with the following:

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development of a peer group to be used in the evaluation of 2024 executive and director compensation;

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market analysis of executive officer base salary and annual cash bonus compensation;

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market analysis of long-term incentive compensation of our executive officers;

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market analysis of director compensation;

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design of competitive and appropriate compensation packages to incentivize executives to maximize company performance;

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consultation with our compensation committee chair and other members between compensation committee meetings; and

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support on other ad hoc matters throughout the year.

Competitive Assessment

A key objective of our executive compensation program is to ensure that the overall compensation packages we offer our executive officers remain competitive with the packages offered by companies with which we compete for executive talent. The compensation committee consults with Compensia to develop a peer group of companies to serve as the basis for comparing our executive compensation program to the market.

2024 Peer Group

With the assistance of Compensia, the compensation committee annually reviews the composition of the peer group to account for changes in both our business and the businesses of the companies in the peer group. While referencing peer group compensation levels is helpful in determining market‑competitive compensation for our NEOs, the compensation committee and board of directors do not directly tie any pay elements to particular benchmarks within the peer group. Rather, peer data is one material consideration, along with employee knowledge, skills, experience, individual performance and scope of responsibilities, among other factors.

In developing the 2024 peer group, the compensation committee considered several qualitative and quantitative elements. The targeted criteria set out below were guidelines, and not all companies selected met each of the selection criteria.

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Industry Scope – electronic components, electronic equipment and instruments, communication equipment, alternative carriers, semiconductors, consumer electronic and technology HW, storage and peripherals;

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Revenue Scale – companies within a revenue range for the last four quarters of $674 million to $4.0 billion (~0.5x to ~3.0x our same revenue at the time the peer group was adopted);

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Market Capitalization – companies within a market cap range of $446 million to $7.1 billion (~0.25x to ~4.0x our valuation at the time the peer group was adopted); and

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Geographic Location – headquartered in the U.S. with a preference for Bay Area and/or west coast companies.

Following this analysis, the compensation committee identified the following 19 publicly-traded companies as our peer group to be used in reviewing executive compensation for 2024:

We have added two new companies which fell within the targeted criteria set forth above: Methode Electronics, Inc. and Sunpower, Inc.. We also removed two companies which were part of our peer group in 2023: Netgear, Inc. and Ubisoft Entertainment SA (because they no longer fit into our targeted selection criteria).

Our compensation committee expects to periodically review and update this peer group and to utilize an independent compensation consultant for benchmarking and peer group analysis in determining and developing compensation packages for our NEOs.

Results of Last Stockholder “Say on Pay” Vote

At our 2024 Annual Meeting of Stockholders, we conducted our annual non binding advisory vote on the compensation of our NEOs, commonly referred to as a “say on pay” vote, in accordance with the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010. Approximately 92.7% of the votes cast by stockholders on this proposal were cast in support of the fiscal 2023 compensation of our NEOs. We believe that this is representative of the steps we have taken to better align the interests and compensation of our NEOs with the interests of our stockholders and the performance of our Company. In addition, at our 2020 Annual Meeting of Stockholders, we conducted a non binding advisory vote on the frequency of our “say on pay” votes, commonly referred to as a “say on frequency” vote, in accordance with the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010. Based on approximately 84.4% of votes cast by stockholders supporting a three year frequency, our “say on pay” votes shall happen every three years.

Components of Compensation for Fiscal 2024

Our performance‑driven compensation program for our NEOs consists of the following main components:

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base salary;

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annual cash bonus;

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long‑term equity awards;

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benefits;

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perquisites; and

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termination‑based compensation.

We will continue to build our executive compensation program around each of these elements because each individual component is useful in furthering our compensation philosophy, and we believe that, collectively, they are effective in achieving our overall objectives.

Base Salary. We provide our NEOs with a base salary to provide a fixed level of compensation for their service to our company during each fiscal year. The base salary payable to each NEO is intended to provide a fixed component of compensation that adequately reflects the executive’s qualifications, experience, role and responsibilities. Base salary amounts are established based on consideration of, among other factors, the scope of the NEO’s position, responsibilities, and experience and the competitive market for such talent, based on, among other things, experience with other similarly‑situated companies and our industry. The compensation committee reviews annually each NEO’s performance and may increase the respective base salary at its discretion if merited by performance or other market factors necessary to attract, motivate and retain our executives. Base salaries for fiscal 2024 were approved by our board for our NEOs in February 2024 following the initial recommendations from our compensation committee in February 2024. Specifically, for fiscal 2024, the board of directors formally approved maintaining the base salaries from 2023 of our each of our NEOs based on our board of director’s evaluation and recommendations from our compensation committee and Chief Executive Officer relating to each NEO’s performance and after evaluating compensation surveys prepared by Compensia and considering all other relevant facts and circumstances. The following table represents our NEOs’ base salaries for 2024.

Annual Cash Bonus. Annual cash bonus payments are intended to reward short‑term company‑wide, business unit and individual performances and achievements. In fiscal 2024, each NEO’s target annual cash bonus comprised a significant portion of their respective total cash compensation opportunity, in line with our intention to pay for performance. As a cornerstone of our compensation policy, we aim to create a direct correlation between the executive’s role and responsibilities and the ability to earn variable pay. Our annual cash bonus plans are designed to motivate and reward our executives for achieving and exceeding corporate, business unit and individual goals, thereby tying the executives’ interests to those of our stockholders. The annual cash bonus program is reviewed and approved annually by our board of directors after being reviewed and approved by our compensation committee, which receives recommendations from our Chief Executive Officer.

Each of our NEOs was eligible for performance‑based cash incentives under our annual bonus program in 2024.

Target Annual Cash Bonus Amounts. Our board of directors expresses each executive’s target annual cash bonus opportunity as a percentage of base salary actually paid in the applicable fiscal year. The board of directors after recommendation from the compensation committee, and with reference to Compensia market data, set these rates based on each participating executive’s experience in his or her role, level and scope of responsibility held and other relevant factors.

In February 2024, the Chief Executive Officer provided the compensation committee with his recommendations regarding the fiscal 2024 target bonus amounts for our NEOs other than himself. These amounts were established by the compensation committee and, in turn, our board of directors after further taking into consideration the Compensia data described above, historical bonus payout levels, the Corporate Performance Factor established by the compensation committee for fiscal 2024 and the compensation committee’s philosophy to emphasize performance‑based pay. For fiscal 2024, our board of directors after recommendations from our compensation committee established target bonus opportunities of 120% of base salary for Mr. Paul, 100% for Ms. La and 75% for Mr. Potter (which remained the same as in 2023).

Performance Goals. When determining the annual cash bonus amounts to be ultimately paid to our NEOs under the annual cash bonus program, the board of directors after recommendation from the compensation committee compares corporate, business unit and individual performances against goals established at the beginning of the year. For fiscal 2024, 75% of the total cash bonus opportunity for each NEO was a function of the Corporate Performance Factors and the remaining 25% was a function of a threshold performance factor, or the Individual Performance Factor. Once the Individual Performance Factor was determined, their individual performances were assessed against such Individual Performance Factor. Accordingly, for fiscal 2024, the annual cash bonus opportunities for our NEOs in respect to the Corporate Performance Factor and the Individual Performance Factor, respectively, were as follows: $765,000 and $255,000 for Mr. Paul, $422,250 and $140,750 for Ms. La, and $295,312 and $98,438 for Mr. Potter.

Performance Factors. The Corporate Performance Factors for each year are established by the compensation committee and, in turn, approved by our board of directors, taking into account historical performance, company and industry growth, the Company’s annual operating plan, consultation with management and Compensia, any investor guidance and such other factors as the compensation committee deems appropriate. In fiscal 2024, the approved Corporate Performance Factors were based on two performance goals (weighted equally at 50%): (i) our annual revenue and (ii) our operating income as adjusted for certain non‑GAAP factors, or non‑GAAP adjusted operating income. Non‑GAAP adjusted operating income is intended to be an internal financial measure that may be adjusted for extraordinary and/or non‑recurring items, not calculated in accordance with GAAP. For a full reconciliation for non‑GAAP adjusted operating income to the most directly comparable financial measure stated in accordance with GAAP, please see “Use and Reconciliation of Non‑GAAP Financial Measures” and the accompanying tables in our press release filed as an exhibit to a Current Report on Form 8‑K that we filed with the SEC on February 12, 2025. In addition, the compensation committee and board of directors may, in their discretion, make further adjustments to the non‑GAAP adjusted operating income certified as ultimately achieved for a given year. In February 2024, the compensation committee set the Corporate Performance Factors for fiscal 2024 at (i) $1,600.5 million for annual revenue and (ii) $123.0 million for non‑GAAP adjusted operating income. The compensation committee believed these targets represented ambitious but achievable performance goals based on the information known at the time.

The compensation committee also determined that each Corporate Performance Factor would have a threshold level for annual cash bonus payouts at 90% for annual revenue and 85% for non‑GAAP adjusted operating income of the Corporate Performance Factor being achieved (resulting in a preliminary annual cash bonus payout amount of 25% for annual revenue and 50% for non‑GAAP adjusted operating income), would meet target at 100% of the Corporate Performance Factor being achieved (resulting in a preliminary annual cash bonus payout amount of 100% for each Corporate Performance Factor) and would be at its maximum at 110% for annual revenue and 115% for non‑GAAP adjusted operating income of the Corporate Performance Factor being achieved (resulting in a preliminary annual cash bonus payout amount of 200% for each Corporate Performance Factor). Amounts between threshold, target and maximum levels would be determined using linear interpolation.

The actual amounts paid to our NEOs, other than our Chief Executive Officer, in respect of the Individual Performance Factor portion of the annual cash bonus are determined, after holistic assessments of each NEO’s performance for the given year, by our compensation committee and board of directors inclusive of recommendations from our Chief Executive Officer.

In fiscal 2024, the approved Individual Performance Factor was based on one financial performance goal: our operating income as adjusted for certain non‑GAAP factors, or non‑GAAP adjusted operating income. In January 2024, the compensation committee set the Individual Performance Factors for fiscal 2024 at $94 million. The compensation committee believed this target represented an ambitious but achievable performance goal based on the information known at the time.

In order to be eligible for a bonus under the Individual Performance Factor for 2024, the Individual Performance Factor must have met at least 75% of target (in which case an Individual Performance Factor up to 100% could have been attained), and if the Individual Performance Factor had equaled or exceeded 85% of target, then an Individual Performance Factor up to 200% could have been attained.

In the case of our Chief Executive Officer, our board of directors, upon recommendation from our compensation committee, determines the actual amount of the portion of the annual cash bonus to be paid in respect of the Individual Performance Factor portion of the annual bonus. In the case of the other NEOs, our Chief Executive Officer determines the actual amount of Individual Performance Factor payout. The portion of the annual cash bonus payable with respect to the Individual Performance Factor for NEOs with performances that did not meet expectations is expected to be zero.

Certification of Performance Goals. Following the end of fiscal 2024, the compensation committee reviewed actual annual revenue and non‑GAAP adjusted operating income achieved during fiscal 2024. The compensation committees certified an annual revenue of $1,316 million and a non‑GAAP adjusted operating income amount of $46.0 million for fiscal 2024. The compensation committee then certified 82% and 37% achievement compared to the respective threshold targets for 2024. These determinations resulted in a Corporate Performance Factor preliminary bonus payout percentage of 0% in respect of each of the annual revenue and non GAAP adjusted operating income performance goals. In addition, the certified annual non GAAP adjusted operating income result for fiscal 2024 fell below the minimum level required for any payout to have been earned under the Individual Performance Factor. As a result, our board of directors determined (after recommendation from our compensation committee) the payout percentages based on individual performances under the Individual Performance Factor to be 0%.

Accordingly, the board of directors determined (based on recommendation from our compensation committee) that no cash bonuses would be awarded to NEOs for fiscal 2024 performance. Going forward, we expect to continue to use a similar performance‑based incentive framework in deciding annual cash bonuses for our executives, including for our annual 2025 cash bonus plan.

Long‑Term Equity Awards. Our board of directors and compensation committee seek to foster an environment of executive ownership that incentivizes long‑term investment and focus by our NEOs through the use of equity‑based awards. Our aim is to promote long‑term, sustainable growth and to align executive performance and behaviors to create a culture conducive to stockholder investment. The compensation committee and our board of directors believe a meaningful portion of compensation should be equity‑based and should recognize scope of responsibilities, reward demonstrated leadership and performance, motivate future superior performance and closely align the interests of our executives with our stockholders.

As a key tool to assist in attracting, motivating and retaining a highly experienced, capable and diverse group of employees and non‑employee directors, following our initial public offering, we maintain the 2020 Plan. The 2020 Plan provides for the grant of options, PSUs, RSUs and other stock‑based awards. When determining the size of the grants for our NEOs, our compensation committee’s and board of directors’ philosophy is to provide our NEOs with strong incentives to build long‑term value in the Company in close alignment with our stockholders. We also granted options to each of our NEOs prior to adoption of the 2020 Plan. Options to purchase our common stock that were granted to our NEOs prior to our initial public offering are governed by the 2017 Equity Incentive Program, or the 2017 Program.

In February 2024, we granted stock options, RSUs and performance stock units (or PSUs) to each of our NEOs. Twenty‑five percent of the stock options vest on February 16, 2024 and 1/48th vest on each monthly anniversary thereafter, subject to the applicable NEO’s continued service through the vesting date. Twenty‑five percent of the RSUs vest on February 16, 2024 and 1/16th vest on each three-month anniversary thereafter, subject to the applicable NEO’s continued service through the vesting date.

The PSUs awarded to our NEOs vest as to 1/3 of the earned PSUs on December 31, 2024 and as to the remaining earned PSUs in eight equal quarterly installments for two years thereafter, subject to the applicable NEO’s continued service through each applicable vest date. The number of PSUs earned is determined based on the Company’s revenue and adjusted operating income for the performance period of fiscal year 2024, each as calculated as discussed above under our Annual Cash Bonus and were each weighted at 50%. The target annual revenue was $1,601 million resulting in 50% the PSUs becoming earned, with a minimum achievement of $1,440 million annual revenue resulting in 12.5% the PSUs becoming earned and a maximum achievement of $1,761 million annual revenue resulting in 100% the PSUs becoming earned. The target adjusted operating income was $123 million resulting in 50% the PSUs becoming earned, with a minimum achievement of $105 million adjusted operating income resulting in 12.5% the PSUs becoming earned and a maximum achievement of $141 million adjusted operating income resulting in 100% the PSUs becoming earned. If the annual revenue or the adjusted operating income is between levels, the number of earned PSUs shall be determined using linear interpolation, and any PSUs that do not become earned PSUs at the end of the performance period (December 31, 2024) will be forfeited. In addition, if a Change in Control (as defined in the 2020 Plan) occurs before the end of the Performance Period, the number of earned PSUs shall be equal to the greater of (i) the target number of PSUs and (ii) the number of PSUs that actually vests calculated as of the date prior to such Change in Control.

The following table sets forth the number of stock options, RSUs and PSUs granted to our NEOs in the 2024 fiscal year.

Equity forms an integral part of the overall compensation for each executive officer and will be considered each year as part of the annual performance review process and incentive payout calculation. In February 2025, our board of directors upon recommendation from our compensation committee determined that none of the PSUs that were awarded in 2024 were earned as result of each of our annual revenue and adjusted operating income levels being below the threshold levels (as further discussed under the Annual Cash Bonus section above). In the future, we may consider awarding additional forms of equity incentives, such as grants of restricted stock, and other performance‑based awards.

Benefits. We provide the following benefits to all our employees, including our NEOs:

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medical, dental and vision insurance;

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life insurance, accidental death and dismemberment and business travel and accident insurance;

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employee assistance program;

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health and dependent care flexible spending accounts;

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short and long‑term disability; and

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401(k).

We match 100% of a participant’s annual eligible contribution to the 401(k) plan, up to 4% of their annual base salary or up to the IRS limit, whichever is lower. We believe that providing a vehicle for tax‑deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. The actual amount of the matching contributions awarded to each NEO in 2024 is set forth below in the Summary Compensation Table in the column titled “All Other Compensation.”

Our board of directors and our compensation committee, in their discretion, may revise, amend or add to any executive’s benefits if it deems necessary. Consistent with our overall compensation philosophy, we intend to continue to maintain our current benefits plans for executives as well as other employees.

Perquisites. We determine perquisites on a case‑by‑case basis and will provide a perquisite to an NEO when we believe it is necessary and appropriate. Any perquisites we supply will be reasonable and consistent with market trends in the countries in which our NEOs are located. For example, we offer all employees a discount on most of our products. We believe that providing these benefits can be a relatively inexpensive way to enhance the competitiveness of an executive’s compensation package. In 2024, we did not provide any perquisites or personal benefits to our NEOs not otherwise made available to our other employees.

Termination‑Based Compensation. We believe that terminations of employment are causes of great concern and uncertainty for our senior executives. We aim to alleviate these concerns and allow executives to remain focused on their duties and responsibilities to our Company by providing protections to certain executives in the termination context.

We provide termination benefits to certain of our NEOs based on our general knowledge of severance practices in our industry and as the result of arms’ length negotiations generally at the time our executives enter into employment with us or at the time they are requested to take on additional responsibilities. The level of benefits can vary from executive to executive based on numerous relevant factors and are agreed through arms’ length negotiations, as detailed in the respective executive’s employment and/or severance agreement.

Severance payments for each NEO are comprised of a cash payment in lieu of salary, coverage of health benefits for a limited period of time and accelerated vesting of all equity awards (to the extent such termination occurs in connection with a change in control) in exchange for a signed general release of all claims and subject to other terms and conditions detailed in the respective executive’s employment contract. For more detailed descriptions of the benefits provided to the relevant NEO upon a termination of employment, please see “Employment and Separation Agreements with Named Executive Officers” below.

Change in Control. No NEO, besides the change in control severance payments and benefits as noted above and the Change in Control treatment described above for the PSUs, has rights to change in control‑related payments or benefits beyond those provided for in the 2017 Program and relevant option agreements. Under the 2017 Program and related option agreements, in the event of a change in control, all options will become fully vested and exercisable to the extent the underlying holder has provided services to the Company for at least one year. Our NEOs are also eligible for accelerated vesting of all of their equity awards upon certain qualifying terminations of employment following a change in control. For more detailed descriptions of the benefits provided to our NEOs upon a termination of employment, please see “Employment and Separation Agreements with Named Executive Officers” below.

Executive and NED Stock Ownership Guidelines. We have not implemented stock ownership guidelines related to holdings of our common stock for our executives or non‑employee directors, but we may implement such guidelines in the future. We will continue to periodically review best practices and re‑evaluate our position with respect to stock ownership guidelines.

Compensation Recovery Policy. We adopted a clawback policy in compliance with NYSE listing standards and Section 10D of the Exchange Act effective October 2, 2023. This clawback policy applies to current or former Section 16 officers and requires us, subject to limited exemptions provided by the NYSE rules, to recoup incentive‑based compensation (as that term is defined in Section 10D of the Exchange Act) erroneously received after October 2, 2023, and within the three fiscal years preceding the date an accounting restatement is determined to be required. For more information, see our Policy for Recovery of Erroneously Awarded Compensation, which is filed as an exhibit to our 2024 Annual Report on Form 10‑K.

Equity Award Timing Policies and Practices. Grants of options to purchase our common stock, including for our NEOs, are generally based upon a predetermined schedule each year as a part of the annual compensation process as described in the “Component of Compensation for Fiscal 2024 – Long-Term Equity Awards” section above. If additional long-term incentive compensation is determined to be appropriate, our board of directors, compensation committee or applicable designee approves any annual grants of options for continuing employees in the first fiscal quarter commensurate with the prescheduled board and committee meetings. The grant dates of these options are generally selected so as not to be within a short period of time, as described in the SEC’s Staff Accounting Bulletin 120 (“SAB 120”), prior to the release of material nonpublic information (“MNPI”) such as on Forms 8-K, 10-Q or 10-K. Grants of optionsmay occur at other times during the year due to business needs, such as for a newly hired employees or officers or newly appointed board members. The board of directors, compensation committee, or applicable designee does not anticipate the timing of disclosure of MNPI when determining the timing and terms of such awards, andwe do not time the release of MNPI for the purpose of affecting the value of executive compensation. Generally, exercise prices are based on the closing price of the underlying common stock on the grant date, subject to the applicable rules for NSOs and ISOs under the 2020 Plan. Vesting dates for options typically follow a standard monthly cadence and are not timed to anticipate the release of MNPI.

There were no grants of options to our NEOs within four business days before or one business day after the release of MNPI on Forms 8-K, 10-Q or 10-K in 2024. As such, no table of such option grants is presented under Item 402(x) of Regulation S-K.

Tax and Accounting Considerations. While our board of directors and our compensation committee generally consider the financial, accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically. In addition, our board of directors and our compensation committee have considered the potential future effects of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, on the compensation paid to our NEOs. Section 162(m) of the Code denies a publicly‑traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non‑deductible allows us to provide compensation tailored to the needs of our company and our NEOs and is an important part of our responsibilities and benefits our stockholders.

We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation‑Stock Compensation, or ASC Topic 718, for our stock‑based compensation awards.

ASC Topic 718 requires companies to measure the compensation expense for all share‑based payment awards made to employees and directors, including stock options and restricted stock units, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.

Other provisions of the Code can also affect compensation decisions for our NEOs. Section 409A of the Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A.

The board of directors and the compensation committee will take into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and will strive to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A.

Section 280G of the Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Code imposes a 20% excise tax on those payments. The board of directors and the compensation committee will take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.

Hedging Policy

Because there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if any member of the board of directors or employee were to engage in short‑term or speculative transactions involving our securities, our Insider Trading Compliance Program provides that they may not engage in any of the following activities:

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short sales of the Company’s securities;

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transactions in puts, calls or other derivative securities involving the Company’s securities, on an exchange or in any other organized market;

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hedging transactions involving the Company’s securities, including but not limited to zero-cost collars and forward sale contracts;

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purchasing the Company’s securities on margin or holding the Company’s securities in a margin account; and

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pledging the Company’s securities as collateral to secure loans.