Jason Cahilly
Corsair GamingAbout Jason Glen Cahilly
Jason Glen Cahilly, age 55, has served on Corsair Gaming’s board since August 2017. He is CEO of Dragon Group LLC, previously Chief Strategic & Financial Officer of the NBA (Jan 2013–Jun 2017) and a former Goldman Sachs partner (12 years, Global Co‑Head of Media & Telecom). He holds a B.A. in International Relations and Economics from Bucknell University and a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Basketball Association | Chief Strategic & Financial Officer | Jan 2013–Jun 2017 | Led strategy and finance; director at NBA China |
| Goldman Sachs & Co. | Partner; Global Co‑Head of Media & Telecom; Head of Principal Investing for TMT | 12 years (dates not disclosed) | Senior leadership in media/tech investing |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Carnival Corporation & plc | Director | Current | Audit Committee; Compensation Committee |
| Dragon Group LLC | Chief Executive Officer | Current | — |
Board Governance
- Committee assignments: Audit Committee member (financial expert designation; meets heightened independence standards), Compensation Committee Chair; not listed on Nominating & Corporate Governance .
- Independence: Board determined Cahilly is independent under Nasdaq rules; Audit Committee members (including Cahilly) meet heightened independence standards .
- Attendance: In 2024, board met 9 times; Audit 5; Compensation 4; Nominating/Governance 1. Each director attended at least 75% of applicable meetings; independent directors hold regularly scheduled executive sessions .
- Controlled company: EagleTree controls ~53.2% voting power; Corsair relies on Nasdaq “controlled company” exemptions. Compensation and Nominating committees include EagleTree designees and are not fully independent .
- Shareholder votes: 2025 Annual Meeting director elections passed; KPMG ratified (for context). Say‑on‑pay approval in 2024 was ~92.7%; frequency every three years .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly |
| Audit Committee member fee | $15,000 | Non‑chair member |
| Compensation Committee chair fee | $20,000 | Chair premium |
| Nominating & Governance Committee fees | $0 | Not a member |
| 2024 Director Compensation (Cahilly) | Amount ($) | Detail |
|---|---|---|
| Fees earned (cash) | 100,000 | Retainer + committee fees |
| Stock awards (RSUs) – grant‑date fair value | 104,092 | Annual RSU grant |
| Option awards – grant‑date fair value | 99,600 | Annual option grant |
| Other | — | — |
| Total | 303,692 | Cash + equity |
- Equity award program (directors): Annual awards on meeting date consisting of options ($100,000 value) and RSUs ($100,000 value); options priced at grant‑date fair market value; vesting: Annual Awards vest on the earlier of first anniversary or next annual meeting; all director equity fully vests on Change in Control; yearly total cap $500,000 after first year ($1,000,000 first year) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director RSUs/options are time‑based with standard vesting (no revenue/TSR/ESG metrics) |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Governance Note |
|---|---|---|
| Carnival Corporation & plc | Cahilly and Corsair director Randall J. Weisenburger both serve on Carnival’s board | Information flow/interlock; Weisenburger also chairs Corsair’s Audit Committee |
Expertise & Qualifications
- Finance and capital markets leadership (Goldman Sachs partner; TMT principal investing) .
- Strategic and operational experience (NBA CSFO; board director at NBA China) .
- Audit Committee financial expert designation at Corsair .
- Legal training (Harvard Law School J.D.) and international/economic background (Bucknell) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Outstanding shares beneficially owned | 25,065 | Direct/indirect |
| Shares exercisable within 60 days | 141,097 | Options exercisable |
| Total beneficial ownership | 166,162 | <1% of shares outstanding (as disclosed) |
| Options outstanding (aggregate) | 132,223 | As of 12/31/2024 |
| Unvested RSUs outstanding | 8,874 | As of 12/31/2024 |
| Shares pledged/hedged | Prohibited | Insider Trading Policy bans pledging/hedging/margin |
| Stock ownership guidelines | None adopted | Company may implement in future |
| Alignment commentary | Cash ≈33% vs. equity ≈67% of 2024 director comp; equity and no pledging policy support alignment; lack of ownership guidelines weakens alignment |
Governance Assessment
-
Strengths
- Independent director with audit committee financial expert designation; serves on key committees (Audit; Compensation Chair) .
- Regular executive sessions; at least 75% meeting attendance; use of independent compensation consultant (Compensia) confirmed independent .
- Director equity grants and prohibition on hedging/pledging support alignment and risk discipline .
- High say‑on‑pay support in 2024 (~92.7%), indicating broad shareholder acceptance of pay practices .
-
Concerns/RED FLAGS
- Controlled company: EagleTree holds ~53.2% and designates multiple directors; Compensation and Nominating committees include non‑independent EagleTree designees, reducing independent oversight .
- Related‑party exposure: Cahilly owns indirect LP interests in Corsair Group (Cayman), LP (~1.3% of LP equity) that controls Corsair; potential perceived conflict on compensation/governance decisions while serving as Compensation Chair .
- No director/exec stock ownership guidelines; weak formal skin‑in‑the‑game requirements despite equity grants .
- Board Chair is an EagleTree co‑managing partner; concentration of influence could affect board independence .
-
Additional context
- Management services agreement with EagleTree reimburses expenses; investor rights give EagleTree rights to board composition and committee participation, reinforcing control dynamics .
Notes on Committees and Compensation Framework
- Compensation Committee composition: Chair Jason Cahilly; members include EagleTree employees (Bagaria, Majoros), independent directors (Kim, Szteinbaum); uses controlled company exemptions; independent consultant (Compensia) validated for independence .
- Nominating & Corporate Governance Committee: Chaired by Majoros; includes EagleTree designees; controlled company exemption utilized .
- Audit Committee: Chaired by Weisenburger; members include Bell, Cahilly, Szteinbaum; all meet heightened independence; multiple audit committee financial experts .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~92.7%; say‑on‑pay frequency: triennial based on 2020 vote .
Director Compensation Program Details
| Equity Component | Value | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|
| Options (Annual Award) | $100,000 | Annual Award vests by earlier of 1 year or next annual meeting; strike at FMV | Full acceleration upon Change in Control; annual cap $500k ($1M first year) |
| RSUs (Annual Award) | $100,000 | Annual Award vests by earlier of 1 year or next annual meeting | Full acceleration upon Change in Control; annual cap $500k ($1M first year) |
Related Party Transactions & Policies
- Related party oversight: Audit Committee reviews/approves related person transactions under written policy .
- EagleTree arrangements: Management services agreement (expense reimbursement $270,694 in 2024); investor and registration rights confer significant governance rights to EagleTree .
Conclusion
Cahilly brings deep finance and strategic credentials and is a designated financial expert, strengthening audit oversight. However, his indirect LP interest in the controlling shareholder (EagleTree) and leadership of a compensation committee that includes EagleTree designees present perceived conflict risks; the controlled company status and absence of stock ownership guidelines are notable governance weaknesses. Equity‑heavy director compensation and prohibitions on pledging/hedging partly mitigate alignment concerns, but investors should monitor committee decisions, related‑party oversight, and independence safeguards given EagleTree’s control .