Anup Bagaria
Corsair GamingAbout Anup Bagaria
Anup Bagaria, age 52, is a Class II director of Corsair Gaming, Inc. and has served on the board since September 2018; he is currently Co‑Managing Partner at EagleTree Capital and previously served as Chief Executive Officer of New York Media. He holds an S.B. from the Massachusetts Institute of Technology and has served on the boards of numerous private companies over the past 25 years . The board has determined he is not independent under Nasdaq rules due to his employment at EagleTree Capital, which controls approximately 53% of Corsair’s voting power as of April 14, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Media | Chief Executive Officer | Not disclosed | Led the company; cited as part of board qualifications |
| Wasserstein Perella & Co. (predecessor to EagleTree) | Joined predecessor firm; investing roles | Since 1994 | Extensive investing/board experience across private companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EagleTree Capital | Co‑Managing Partner | Current | Private equity sponsor controlling 53.20% of CRSR via Corsair Group (Cayman), LP; Bagaria co‑manages EagleTree’s ultimate GP entity |
| Various private companies | Director | Over past 25 years | Numerous private company boards (not enumerated) |
Board Governance
- Classification and term: Class II director; nominated for re‑election at the June 10, 2025 annual meeting to serve a three‑year term expiring at the 2028 annual meeting .
- Committee assignments: Member, Compensation Committee (chair: Jason Glen Cahilly); Member, Nominating & Corporate Governance Committee (chair: George L. Majoros, Jr.) .
- Independence: Not independent under Nasdaq rules due to EagleTree employment; board notes five of ten directors are independent and the company relies on “controlled company” exemptions .
- Attendance: In 2024, the board met nine times; Audit met five; Compensation met four; Nominating met once. Each director attended at least 75% of the meetings of the board and committees on which they served. Independent directors meet in regularly scheduled executive sessions .
- Risk oversight: Board oversees risk directly; Audit oversees major financial risk exposures and related‑party transactions; Compensation monitors compensation program risk; Nominating oversees governance effectiveness .
- Controlled company governance: EagleTree’s >50% voting power allows exemptions from certain Nasdaq governance requirements (e.g., majority independent board; fully independent nominating/compensation committees). Currently, 3 of 5 compensation members and 1 of 4 nominating members are independent .
Fixed Compensation
- Director compensation program (context for non‑employee directors): Annual cash retainer $65,000; Audit chair $30,000/member $15,000; Compensation chair $20,000/member $10,000; Nominating chair $12,500/member $7,500 .
- Stockholder representative exclusion: Non‑employee directors “serving on the board as a stockholder representative” are excluded from the program .
- 2024 compensation outcome for Bagaria: No cash fees, stock awards, options or other compensation disclosed (table shows em dashes for Bagaria) .
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Anup Bagaria | — | — | — | — | — |
Performance Compensation
- Annual equity for non‑employee directors: Option award grant date value $100,000; RSU grant date value $100,000; one‑year vesting or until next annual meeting; change‑in‑control accelerates vesting; option exercise price equals fair market value at grant .
- Bagaria participation: Not eligible as a stockholder representative; no director equity awards outstanding (options or unvested stock awards shown as em dashes) .
| Metric tied to director comp | Disclosure |
|---|---|
| Performance metrics (e.g., revenue growth, EBITDA, TSR, ESG) | None disclosed for directors; awards are time‑based vesting and not performance-conditioned |
| Change‑in‑control treatment | All director equity awards vest in full upon a Change in Control under the 2020 Plan |
| Equity award timing | Predetermined schedule; not timed around MNPI releases; exercise price equals closing price on grant date |
Other Directorships & Interlocks
- EagleTree control/interlocks: EagleTree can designate the board chair while owning ≥20% of common stock and nominate up to five directors depending on ownership levels; EagleTree designees serve on compensation and nominating committees while EagleTree owns ≥20% (subject to Nasdaq rules). Board size changes require approval by a majority of EagleTree designees while EagleTree owns ≥20% .
- Related board LP interest: Director Jason Glen Cahilly is an indirect limited partner in Corsair Group (Cayman), LP (~1.3% LP interests), creating an additional linkage to EagleTree alongside Bagaria and Majoros .
Expertise & Qualifications
- Credentials: MIT S.B.; CEO experience at New York Media; 25+ years of investing/board experience through EagleTree and predecessor firms .
- Committee‑relevant expertise: Compensation committee member with PE investing/board experience; Nominating committee member with governance experience across portfolio companies .
Equity Ownership
- Beneficial ownership: Listed at 56,300,771 shares (via Corsair Group (Cayman), LP “EagleTree”) representing 53.20% of outstanding shares; Bagaria may be deemed a beneficial owner through ultimate GP control alongside Majoros but disclaims beneficial ownership .
- Shares outstanding reference: 105,819,306 shares outstanding as of April 14, 2025 .
- Hedging/pledging: Company policy prohibits short sales, derivatives, hedging, margin purchases, and pledging Company securities, reducing misalignment risks from hedging or collateral pledges .
- Stock ownership guidelines: No stock ownership guidelines for executives or non‑employee directors (may implement in future) .
| Holder | Shares Beneficially Owned | % of Outstanding | Note |
|---|---|---|---|
| Anup Bagaria (through EagleTree) | 56,300,771 | 53.20% | Deemed beneficial via EagleTree’s control; disclaimer of beneficial ownership by Bagaria |
| Options outstanding (director) | — | N/A | No director options or unvested RSUs for Bagaria |
Related‑Party Transactions (Conflict Review)
- Management Services Agreement: EagleTree provides advisory services without charge, reimbursed for travel and out‑of‑pocket expenses; 2024 expenses totaled $270,694; $55,129 owed at year‑end .
- Investor Rights Agreement: EagleTree’s rights to designate board leadership, nominate directors, approve board size changes, and ensure committee representation while holding specified ownership thresholds; removal of directors with/without cause by majority vote while EagleTree ≥50% .
- Registration Rights Agreement: Demand and shelf/piggyback registration rights for EagleTree; Company pays expenses and provides indemnities .
- Related‑person transaction policy: Audit committee reviews and approves related‑person transactions exceeding $120,000, considering arm’s‑length terms and the extent of the related person’s interest .
Compensation Committee Analysis
- Composition: Cahilly (chair), Bagaria, Majoros, Szteinbaum, Kim; the company utilizes “controlled company” exemptions so the committee is not fully independent .
- Consultant independence: Compensia retained as independent compensation consultant; addressed SEC/Nasdaq independence factors; committee determined no conflicts of interest .
- Governance process: Compensation committee annually reviews its performance and charter compliance; oversees goals/objectives for executive pay, grant of options/RSUs/PSUs, and retention/succession planning .
Governance Assessment
- RED FLAG — Independence: Bagaria is not independent due to EagleTree employment, and Corsair relies on controlled company exemptions, with EagleTree designees (including Bagaria) on compensation and nominating committees, reducing independent oversight of pay and director nominations .
- RED FLAG — Control & rights: EagleTree’s Investor Rights Agreement concentrates influence over board composition and committee membership; combined with majority voting power, this may limit minority shareholder protections and heighten related‑party risk .
- RED FLAG — Related‑party services: Ongoing reimbursements under the Management Services Agreement ($270,694 in 2024) indicate recurring related‑party transactions requiring robust audit oversight .
- Alignment signal — Ownership: EagleTree’s 53.20% stake aligns controlling shareholder incentives with long‑term value creation, though it also amplifies potential conflicts; hedging/pledging prohibitions help mitigate misalignment risk .
- Process comfort — Attendance & committees: Board and committees met regularly in 2024; every director met at least 75% attendance; independent directors hold executive sessions; audit committee members meet heightened independence standards .
- Policy note — Ownership guidelines: No director/executive stock ownership guidelines are in place, which is a potential gap in formal alignment for non‑controlling directors, though less relevant for EagleTree designees .
Overall, Bagaria’s governance profile reflects strong control‑owner alignment through EagleTree’s majority stake, balanced against material independence and related‑party concerns due to controlled company status and investor‑rights provisions. The presence of independent audit oversight and an independent compensation consultant are mitigating factors, but committee composition and recurring related‑party arrangements warrant ongoing monitoring by investors .