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Corsair Gaming, Inc.

For the period ended Jun 10, 2025. Filed Apr 28, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2025 · Filed Apr 28, 2025

CRSR$11.84-7.5%Stored close · as of Nov 6, 2026
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NON-EMPLOYEE DIRECTOR COMPENSATION

Our board of directors is committed to attracting and retaining a highly experienced, capable and diverse group of non‑employee directors, including through pay levels and compensation practices that are competitive relative to other publicly‑listed companies. In addition, we reimburse our non‑employee directors for travel and other necessary business expenses incurred in the performance of their services for us.

For fiscal 2024, our non‑employee directors (other than any individual who is (1) an employee of the Company or any parent or subsidiary or (2) serving on the board as a stockholder representative) were compensated under our non‑employee director compensation program, or the Director Compensation Program.

Pursuant to the Director Compensation Program, our non‑employee directors will receive cash compensation, paid quarterly in arrears, as follows:

Each non‑employee director will receive an annual cash retainer in the amount of $65,000 per year.

The chairperson of the audit committee will receive additional annual cash compensation in the amount of $30,000 per year for such chairperson’s service on the audit committee. Each non‑chairperson member of the audit committee will receive additional annual cash compensation in the amount of $15,000 per year for such member’s service on the audit committee.

The chairperson of the compensation committee will receive additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the compensation committee. Each non‑chairperson member of the compensation committee will receive additional annual cash compensation in the amount of $10,000 per year for such member’s service on the compensation committee.

The chairperson of the nominating and corporate governance committee will receive additional annual cash compensation in the amount of $12,500 per year for such chairperson’s service on the nominating and corporate governance committee. Each non‑chairperson member of the nominating and corporate governance committee will receive additional annual cash compensation in the amount of $7,500 per year for such member’s service on the nominating and corporate governance committee.

Under the Director Compensation Program, each non‑employee director who serves on the board as of any annual meeting (and will continue serving following such annual meeting) will automatically, on the date of such annual meeting, be granted Annual Awards of: (a) an option to purchase shares of our common stock, which option will have an aggregate grant date value on the date of grant of $100,000; and (b) restricted stock units with an aggregate value on the date of grant of $100,000.

The Initial Awards will vest on the first anniversary of the date of grant, subject to continued service through each applicable vesting date. The Annual Awards will vest on the earlier of the first anniversary of the date of grant or the date of the next annual stockholders’ meeting to the extent unvested as of such date, subject to continued service through each applicable vesting date. The exercise price per share of director options will be equal to the fair market value of a share of our common stock on the grant date, and all equity awards held by the directors will vest in full upon the consummation of a Change in Control (as defined in the 2020 Incentive Award Plan, or the 2020 Plan). In accordance with the 2020 Plan, the sum of the value of all equity awards and cash that may be granted to a non‑employee director during any calendar year shall not exceed $1,000,000 for such director’s first year of service as a director and $500,000 for each year thereafter.

Our board of directors and compensation committee considered all material information available when determining the compensation programs for our non‑employee directors, including in particular data provided by Compensia, who provided data relating to companies having market capitalizations and industries similar to ours. While our board of directors and compensation committee reviewed the statistical compensation data and elements derived from this supplemental industry information when determining the compensation for our non‑employee director compensation programs, our board of directors and our compensation committee did not benchmark our non‑employee director compensation against any single company or an identifiable select group of companies.

The following table summarizes the total compensation earned during the year ended December 31, 2024 by our non‑employee directors.

NameFees Earned orPaid in Cash($)StockAwards(1)($)OptionAwards(1)($)Other($)Total($)
Anup Bagaria—————
Jason Glen Cahilly100,000104,09299,600—303,692
George L. Majoros, Jr.—————
Stuart A. Martin—————
Samuel R. Szteinbaum97,500104,09299,600—301,192
Randall J. Weisenburger95,000104,09299,600—298,692
Diana Bell80,000104,09299,600—283,692
Sarah Mears Kim75,000104,09299,600—278,692

(1)

Amounts shown represent the grant date fair value of options and restricted stock units granted during fiscal 2024 as calculated in accordance with ASC Topic 718. See Note 10 of the consolidated financial statements included in our Annual Report on Form 10 K filed on February 26, 2025. The grant date fair value reflected in the tables above are slightly different from the values in the Director Compensation Program as a result of the rounding of shares numbers as part of the grant value calculations.

The table below shows the aggregate numbers of option awards outstanding (exercisable and unexercisable) and unvested stock awards held as of December 31, 2024 by each non‑employee director who was serving as of December 31, 2024.

NameOptionsOutstanding atFiscal Year EndUnvestedOutstanding StockAwards at FiscalYear End
Anup Bagaria——
Jason Glen Cahilly132,2238,874
George L. Majoros, Jr.——
Stuart A. Martin——
Samuel R. Szteinbaum82,2238,874
Randall J. Weisenburger132,2238,874
Diana Bell54,6848,874
Sarah Mears Kim46,9988,874
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.