George Majoros Jr.
Corsair GamingAbout George L. Majoros, Jr.
George L. Majoros, Jr., age 63, is Chair of the Board at Corsair Gaming and has served as a director since August 2017; he is Co‑Managing Partner of EagleTree Capital and previously practiced corporate/M&A law at Jones Day, Reavis & Pogue . He holds an A.B. in Economics from the University of Michigan and a J.D. from Case Western Reserve University Law School . He is not an independent director under Nasdaq rules due to his employment with EagleTree, which controls ~53% of the voting power; CRSR relies on “controlled company” exemptions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones, Day, Reavis & Pogue | Attorney (contested takeovers, M&A, corporate & securities law) | Prior to 1993 | Specialized legal expertise in complex transactions |
| Wasserstein Perella & Co. (predecessor to EagleTree) | Joined predecessor firm | 1993 onward | Private equity transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EagleTree Capital, LP | Co‑Managing Partner | 1993–present (joined predecessor firm in 1993) | Has served on numerous public and private company boards over 25+ years |
Board Governance
- Chair of the Board; roles are separated from CEO, with Andrew Paul as CEO until July 1, 2025, when Thi La succeeds; board determined separation best for stockholders .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Not independent (EagleTree employee); CRSR is a “controlled company” with exemptions; only five of ten directors are independent; comp and nom/gov committees include non‑independent EagleTree designees .
- Attendance and engagement: In 2024, board met 9x, audit 5x, compensation 4x, nom/gov 1x; each director attended at least 75% of meetings of the board and committees on which they served .
- Compensation committee interlocks: None of the compensation committee members were CRSR officers; no reciprocal interlocks with other entities’ officers in FY2024 .
- Risk oversight: Audit oversees financial and related‑party risks, nom/gov oversees governance effectiveness, compensation monitors pay‑related risk; executive sessions of independent directors are held regularly .
- Stockholder rights & EagleTree designation: Investor Rights Agreement permits EagleTree to designate the board chair and nominate directors proportionate to ownership, ensures committee representation, and confers consent rights on board size changes while EagleTree maintains thresholds .
Fixed Compensation
| Component (FY2024 Program) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $65,000 | Paid quarterly in arrears |
| Audit Committee Chair | $30,000 | Additional annual cash |
| Audit Committee Member | $15,000 | Additional annual cash |
| Compensation Committee Chair | $20,000 | Additional annual cash |
| Compensation Committee Member | $10,000 | Additional annual cash |
| Nominating & Corp Gov Chair | $12,500 | Additional annual cash |
| Nominating & Corp Gov Member | $7,500 | Additional annual cash |
| Majoros FY2024 cash fees | — | Not paid under Director Compensation Program due to service as stockholder representative |
- Non‑employee director total compensation table shows “—” entries (no fees, stock awards, option awards) for Majoros in 2024, consistent with his status as a stockholder representative .
Performance Compensation
| Equity Element (FY2024 Program) | Grant Value | Vesting | Other Terms |
|---|---|---|---|
| Annual Option Award | $100,000 grant‑date value | Vest on earlier of 1‑year from grant or next AGM; continued service required | Exercise price = FMV on grant; full vest on change in control; annual director comp cap $500k ($1M first year) |
| Annual RSU Award | $100,000 grant‑date value | Same as above | Same cap and CIC acceleration |
| Majoros FY2024 equity | — | Not granted | Excluded as stockholder representative |
No director performance metrics (e.g., TSR, revenue, EBITDA) are disclosed for director awards; program provides time‑based options and RSUs for eligible non‑employee directors .
Other Directorships & Interlocks
- EagleTree rights ensure its designees (including Majoros) serve on the Compensation and Nominating & Corporate Governance Committees subject to Nasdaq rules .
- The proxy does not list current external public company directorships for Majoros by name; it notes he has served on numerous boards over 25 years .
- Compensation Committee interlocks/insider participation: None with CRSR officers; no reciprocal interlocks disclosed for FY2024 .
Expertise & Qualifications
- Corporate/M&A legal background with specialization in contested takeovers; decades of private equity leadership; broad board experience across industries .
- Academic credentials: A.B. Economics (University of Michigan); J.D. (Case Western Reserve University Law School) .
Equity Ownership
| Holder | Shares Beneficially Owned | Exercisable Within 60 Days | % Ownership | Notes |
|---|---|---|---|---|
| George L. Majoros, Jr. (through EagleTree) | 56,300,771 | — | 53.20% | As co‑managing member of EagleTree Ultimate; “may be deemed” beneficial owner but disclaims beneficial ownership; EagleTree address Cayman; Majoros address EagleTree NYC |
| Hedging/Pledging Policy | Prohibited | — | — | Directors may not hedge, pledge, short, or margin CRSR securities |
Governance Assessment
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Strengths:
- Significant ownership alignment via EagleTree’s 53.20% stake, with Majoros in a leadership role at the controlling shareholder, potentially aligning strategic horizons and capital allocation with long‑term value creation .
- Clear separation of Chair and CEO roles; structured risk oversight across committees; regular executive sessions for independent directors .
- Prohibitions on hedging/pledging reduce misalignment risk and mitigate leverage‑related conflicts .
- Independent compensation consultant (Compensia) selected with affirmed independence; reduces advisory conflicts in executive pay decisions .
-
Concerns/RED FLAGS:
- Controlled company status with multiple Nasdaq governance exemptions; non‑independent Chair (Majoros) and committee memberships including EagleTree designees lower minority investor protections .
- Investor Rights Agreement grants EagleTree extensive board designation and consent rights, including committee representation; concentration of influence could constrain independent oversight .
- Management Services Agreement with EagleTree reimburses expenses ($270,694 in FY2024; $55,129 owed at year end), representing ongoing related‑party interactions requiring vigilant audit oversight .
- Attendance disclosure only meets the ≥75% threshold; absence of director‑specific attendance granularity limits assessment of individual engagement .
-
Director Compensation alignment:
- Majoros receives no cash or equity under the Director Compensation Program as a stockholder representative, removing potential misalignment from short‑term equity grants but reinforcing the controlling shareholder’s influence .
Notes on Committee Composition and Process
- Compensation Committee: Chair (Cahilly) with members including Majoros; oversees CEO/NEO pay, equity grants (RSUs/PSUs/options) and uses Compensia; CRSR uses controlled company exceptions so committee not entirely independent .
- Nominating & Corporate Governance Committee: Chaired by Majoros; oversees board composition and governance policies; committee not entirely independent under controlled company exemptions .
- Audit Committee: Reviews related‑party transactions; members are independent under heightened SEC/Nasdaq standards; not chaired or staffed by Majoros .