Diana Bell

About Diana Bell

Independent Class III director at Corsair Gaming since September 2020; age 73. Former HP executive (1975–2007) with senior roles in Mobile Computing, Total Customer Experience & Quality, and Corporate Affairs; B.S. Mathematics (Michigan State) and MBA (Clark Atlanta). Currently serves on non-profit boards; designated audit committee financial expert; term runs to the 2026 annual meeting .

Past Roles

External Roles

No other public-company directorships disclosed; no reported interlocks with Corsair’s customers/suppliers/competitors .

Board Governance

• Independence: The board determined Bell is independent under Nasdaq rules; CRSR is a “controlled company” (EagleTree >50% voting) and relies on exemptions, so not all committees are fully independent .
• Committees: Audit Committee member; committee chaired by Randall Weisenburger. Bell is designated an audit committee financial expert and meets heightened independence standards for audit committees .
• Attendance: In 2024, the board met 9 times, Audit 5, Compensation 4, Nominating 1; each director attended at least 75% of board/committee meetings. Independent directors hold regular executive sessions .
• Classified board: Staggered three-year terms; Bell is Class III (term to 2026 meeting) .
• Annual meeting attendance policy: Encouraged but not mandatory .

Fixed Compensation

• Director Compensation Program (structure):
  • Annual cash retainer: $65,000; Audit Committee member fee: $15,000; Audit Chair: $30,000; Compensation Committee member: $10,000; Chair: $20,000; Nominating Committee member: $7,500; Chair: $12,500 .
  • Annual equity awards on the annual meeting date: options ($100,000 grant-date value) + RSUs ($100,000); options strike at FMV; vest over ~1 year; full vest on change-in-control; annual cap $500k post first year ($1M first-year cap) .
• Actual cash fees (trend):

  Metric	2021	2022	2023	2024
  Fees Earned or Paid in Cash ($)	$80,000	$80,000	$80,000	$80,000

Performance Compensation

• Annual equity grants (time-based, not performance-linked):

  Metric	2021	2022	2023	2024
  Stock Awards ($)	$50,002	$105,980	$97,629	$104,092
  Option Awards ($)	$50,013	$99,885	$99,773	$99,600
  Vesting Terms	Annual grants vest by earlier of 1 year or next annual meeting; options struck at FMV; all director awards fully vest on change-in-control

No director PSUs or performance metrics disclosed; director equity is time-based by policy .

Other Directorships & Interlocks

• No current public-company boards reported for Bell; other directors hold roles at Carnival, Valero, MP Materials, etc., but Bell’s disclosed roles are non-profit .

Expertise & Qualifications

• Audit committee financial expert; financial sophistication per SEC/Nasdaq rules .
• Deep operating experience in technology, customer experience, and quality from HP tenure .
• Non-profit and regulatory board experience (California Board of Accountancy, Sutter Health, Girl Scouts) .

Equity Ownership

• Beneficial ownership (shares owned directly + exercisable within 60 days):

  Metric	2022	2023	2024	2025
  Shares Owned (Outstanding)	13,339	3,772	10,195	15,458
  Shares Exercisable Within 60 Days	11,133	30,055	40,106	63,558
  Total Beneficial Ownership	24,472	33,827	50,301	79,016
  % of Shares Outstanding	<1%	<1%	<1%	<1%

• Outstanding awards at year-end (unvested RSUs and options outstanding):

  Metric	2022	2023	2024
  Options Outstanding (Exercisable + Unexercisable)	23,632	34,843	54,684
  Unvested Stock Awards (#)	6,423	5,263	8,874

• Alignment policies:

  • No stock ownership guidelines for directors currently (gap) .
  • Insider Trading Policy prohibits pledging and hedging of Company stock (positive alignment control) .

Governance Assessment

• Strengths:

  • Independent director with audit committee financial expert designation; active audit oversight; regular executive sessions among independents .
  • Consistent engagement (≥75% meeting attendance); predictable, market-standard director pay structure with clear committee fee schedule .
  • Hedging/pledging prohibition enhances alignment with shareholders .

• Watch items / RED FLAGS:

  • Controlled company status: EagleTree >50% voting power; exemptions mean Compensation and Nominating committees are not entirely independent, reducing minority shareholder protections (structural governance risk) .
  • No director stock ownership guidelines in place; while Bell holds options/RSUs, explicit ownership targets are absent (alignment gap) .

• Compensation mix & trends:

  • Bell’s cash fees stable at $80k, consistent with $65k base + $15k audit member fee; equity grants broadly ~ $100k RSUs + ~$100k options annually per program; year-to-year RSU valuation varies with share count rounding (no unusual guarantees or gross-ups) .
  • Change-in-control acceleration applies to director equity per plan (standard for many tech boards; not flagged as atypical) .

• Related-party transactions:

  • EagleTree-related agreements (Investor Rights; Registration Rights; management services expense reimbursements) exist; Audit Committee reviews RPTs; no Bell-specific related-party transactions disclosed .

• Shareholder signals:

  • Say-on-Pay support: ~92.7% approval at 2024 meeting; earlier say-on-pay ~89.9% (supportive of compensation practices generally) .

Overall: Bell presents as a qualified, independent audit-focused director with stable engagement and standard pay. Primary governance risk stems from CRSR’s controlled-company status and lack of stock ownership guidelines; these are company-level structural issues rather than Bell-specific concerns .